The Saint Paul globe. (St. Paul, Minn.) 1896-1905, 1903-08-02
SECURITIES rs NOT
RAILROAD COMPANY

KAILRUAD COMPANY
The state antitrust act must have. the
same construction in respect to traffic on
railroads within the state
Neither the Great Northern COM
pany nor the Northern Pacific company
were parties to, or in their corporate
capacity had anything to do with, the
formation of the Northern Securities COM
pany. nor of any of the contracts or pro-
ceedings complained of in the bill.
The Northern Securities company is
merely an investor in and owner of a
majority of the stock of each of these
two railroad companies. 1t is not. a
railroad company and has no franchise
or power to manage or operate or direct
the management or operation of either
railroad in respect to rates or charges
Ior transportation, or otherwise; and
there is no scintilla Of evidence that it
has sought to control or interfere in re-
spect to any of these matters
1t has, therefore, done no act and
or commerce. Owning now a majority
OF the stock of each of these railroad
companies, it has the power by voting
Its stock to elect the board of directors
railroad companies. But the board of
directors of each is a different body
from the board of directors of the other.
as no director of the Great Northern
ern Pacific company.
The directors of each railroad COM
pany will appoint its managing and other
officers. and control it's business and poll
cy. presumably they will seek. in lawful
ways only, to increase the business and
property OF the RAILROAD which they as di-
fectors represent. - =
The action of the defendant Hill in
promoting the formation of the North
ern Securities company under the cir
cumstances and for the purposes which
the evidence discloses. and investing in
its stock by the sale to it of his stock in
the two railroad companies, involved no
act or contract in restraint of trade or
commerce or affecting transportation or
rates, more than any ordinary transfer Of
railroad stock from one person to an
other.
Not Violation of-Anti-Trust Law.
That my Judgment, after most care
full consideration of the facts and the
law applicable thereto, as construed
by the. highest court, leads me to the
conclusion that nonea OF the defendants
conclusion apparently contrary to that
reached by the eminent judges who in
this court, recently decided the. case of
company, 100 Fed. III, and who will
doubtless in another court review this
cause upon appeal. has necessarily caused
hesitation and careful examination.
But the rights of litigants and my own
sense of duty alike requires that my own
deliberate judgment, guided by my I'M
Outstanding of authoritative expositons
OF the law, be given in all causes tried
before me.
The decision of the last case, as I
specify or point out any contract, agree
ment or act on the part of the defend
ants or OF any of them which is directly
In restraint of trade or commerce. or
which has any direct reference to trade,
commerce. transportation or rates; nor
part OF any defendant TODD any such act,
or enter into any such contract or agree
iment.
Dsaerees With other Court.
But it is argued that because the
Northern Securities company has become
owner of a large majority Of the stock
Of each railroad corporation it will be
for Its interest to suppress competition
between them by causing the two boards
of directors of these railroad corpora
lions, which itScan fill by election, to enter
into arrangernents or agreements in re-
straint of trade which VIII, suppress COM
bpetition; and as a corollaIy to this rea-
soning Cor ;conjecture) the decision holds
curities company and the purchase by it
of majority of the stock of each of
these railroad companies are acts or con-
tracts in restraint of trade. though of
themselves and without further action
(not yet taken, and perhaps never to be
taken) by the directors of the two rail-
road companies. the formation of the
Northern Securities company and it's
ing to do dorectly or indirectly with trade,
commerce, transportation or rates.
To epitomize this decision: 1t is held
that it will be for the interest of the
Northern Securities company to restrain
trade by suppressing competition between
these two railroad Companies; and that
by coercing or persuading the two boards
of directors whom if has the power to
elect, it will certainly 3cause them to COM
nit highly penal offenses by entering into
combinations, contracts and arrange
ments in restraint OF trade, in violation of
the antitrust act,sgand hence the North
ern Securities company is already guilty
of these offenses that have never been
committed or thought of by its officers
or promoters, so far as appears; and it
must be SuppresSedc and DESTROYED.