may be a true consideration for it." (Hawralty v. Warren, 18 N. J. Eq., 124. See also Potts v. Whitehead, 23 N. J. Eq., 512; Lounsbery v. Locander, 25 N. J. Eq., 554; Scott v. Shiner, 27 N. J. Eq., 185; Page v. Martin; 46 N. J. Eq., 585; Waters v. Bew, 52 N. J. Eq., 787; Ten Eyck v. Manning, 52 N. J. Eq., 47; McCormick v. Stephany, 57 N. J. Eq., 257; McCormick v. Stephany, 48 Atl. Rep., 25.)

RECEIVERS.

Appointment.-A receiver will not be appointed on preliminary hearing, all the grounds therefore being fully met by affidavits. (Taylor et al. v. Cuban Land and Steamship Co., 106 Fed. Rep., 437.)

Petition to vacate appointment.-After a receiver was appointed the defendant filed a petition setting up new facts and praying that the ap pointment of a receiver be vacated; held, that it was not necessary to file a bill in the nature of a bill of review to obtain the relief asked for in the petition. A bill of review is necessary only after final decree. (Franklin Electric Light Co. v. Fort Wayne Electric Corporation, 58 N. J. Eq., 543.)

Conflict of laws.-A New York corporation, in contemplation of insolvency, gave a mortgage on lands located in New Jersey to citizens of New Jersey. The general laws of New York forbade a mortgage by a company in contemplation of insolvency. Held, that although the company brought with it to New Jersey its charter powers, it did not bring the general laws of the State of New York; that it had power in its charter and under New Jersey laws to mortgage its property, and that the general laws of New York had no effect to restrain its action. (Boehme v. Rall, 51 N. J. Eq., 541.)

REORGANIZATION.

Reorganization of corporations: Who may enforce agreements as to new stock.-A new company was formed to take over the assets of an old company; and an agreement was made with the stockholders of the old company to issue stock of the new company share for share for stock of the old company. Held, that suit for specific performance would lie at instance of an individual stockholder of the old company who might sue for himself alone, and that neither the old company nor the stockholders were necessary parties. (Fletcher v. Newark Telephone Co., 55 N. J. Eq., 47.)

RESTRAINT OF TRADE.

A contract that the vendor of a business and its good-will will not engage in a competitive business, although a contract in restraint of trade is not opposed to public policy, but is valid and enforceable when the restraint contracted for is partial and is reasonably required for the protection of the purchaser in the use and enjoyment of the business purchased, and is not otherwise injurious to public interests. (Trenton

Potteries Co. v. Olyphant, 58 N. J. Eq., 507; see also Rosenbaum v. U. S. Credit System Co., 48 Atl. Rep., 237.)

STOCK.

Fraudulent issue by directors.--Where directors, to secure themselves in office and in control of corporation, issue stock to their friends for a small proportion of its par value, it is a fraud, and the company will be restrained from receiving votes on the fraudulently issued stock. (Way v. American Grease Co. 47 Atl. Rep., 44; American Grease Co. v. Vogellus, Id.)

STOCKHOLDERS' SUITS.

Where a stockholder, owning a small portion of the stock of a corporation, brings suit in equity for an alleged misconduct in the management of the corporation business, he must show a clear clause by distinct, affirmative allegations, even if they include allegations of a negative character. (Trimble v. American Sugar Refining Co., 48 Atl. Rep., 912.)

A bill by a stockholder owning a small portion of the stock of a corporation, complaining of the policy thereof, should allege that neither himself nor his predecessor in interest ever acquiesced in such policy, since he would be bound by such acquiescence. (Trimble v. American Sugar Refining Co., 48 Atl. Rep., 912.)

TAXES.

Returns made by officer not binding on receiver.-A receiver of an insolvent corporation is not estopped by a return of the secretary made immediately prior to the appointment of a receiver from questioning a franchise tax based thereon. (Kirkpatrick v. Assessors, 57 N. J. Law, 53.)

"TRUSTS."

"Trusts": Power of court of equity to restrain.-A court of equity does not possess power to restrain a corporation organized under the forms of law from performing acts within its corporate power because the purpose of the incorporators may have been to establish a monopoly. Quo warranto is the appropriate procedure to challenge the rights of a corporation to exercise its franchises. (Stockton v. American Tobacco Co., 55 N. J. Eq., 352; aff'd 56 N. J. Eq., 847.)

Unlawful combinations.-" It may be conceded that if this corporation had entered into an agreement with other manufacturers of these goods, whether those manufacturers were individuals or corporations, by which agreement prices were to be fixed and competition paralyzed, such an arrangement would be a subject of equitable cognizance. Such was the case of Stockton, Attorney-General, v. Central Railroad Co. and Philadelphia & Reading Railroad Co., 50 N. J. Eq., 52. In that case the defending corporations had entered into a contract to lease the Central Railroad to what was substantially the Philadelphia and Reading Rail

road. The lease was declared not only to be ultra vires, but to be made for the purpose of creating a monopoly in coal. The right of either of these companies to regulate its own business, whether it involved the fixing of the price for which coal should be sold, or to whom it should be sold, was not involved, nor were the corporate powers of the company curtailed. What was done by the Court of Chancery was to annul a contract made by one company with another corporation, entirely aside from its corporate power and executed for an illegal purpose." (Id., at pp. 367, 368.)

Same.-A stockholder cannot enjoin a corporation, which is engaged in refining and selling sugar, from selling its product below cost, on the ground that it is doing so for the purpose of forcing a rival concern into an unlawful combination, since neither of the corporations has a natural monopoly, and the public cannot object to their acting in combination. Trimble v. American Sugar Refining Co., 48 Atl. Rep., 912.)

Corporation may purchase and hold property unrestrictedly.-A person engaged in any manufacture or trade, having a right to acquire and possess property and to do with it what he chooses, may lawfully buy the business of any of his competitors. If his capital was large enough to enable him to buy the business of all competitors, the last purchase would completely exclude competition, at least for a time; but in the absence of legislative restrictions, if such could be imposed, upon the acquisition of such property and its use when so acquired, the courts could impose no limitation. They would be obliged to enforce such contracts, notwithstanding the effect was to diminish, or even to exclude, competition, Under our liberal corporation laws, corporate authority may be acquired by an aggregation of individuals, organized as prescribed, to engage in and carry on almost every conceivable manufacture or trade. Such corporations are empowered to purchase, hold and use property appropriate to their business. They may also purchase and hold the stock of other corporations. Under such powers it is obvious that a corporation may purchase the plant and business of competing individuals and concerns. In the absence of prohibition or limitation on their powers in this respect, it is impossible for the courts to pronounce acts done under legislative grant to be inimical to public policy. It follows that a corporation empowered to carry on a particular business may lawfully purchase the plant and business of competitors, although such purchases may diminish, or, for a time, at least, destroy competition. Contracts for such purchases cannot be refused enforcement. (Trenton Potteries Co. v. Olyphant. 58 N. J. Eq., 507.)

Consolidation held no monopoly.-Consolidation of two rival concerns engaged in mining zinc ore was held not against public policy as tending to create a monopoly. (Meredith v. N. J. Zinc & Iron Co., 55 N. J. Eq., 211; aff'd 56 N. J. Eq., 454.)

Non-competitive contracts.-Contracts for non-competition are within the exercise of powers incident to corporate management and business. (Ellerman v. Chicago Junc. Ry., &c., 49 N. J. Eq., 217.)

ULTRA VIRES.

A stockholder's bill which alleges that the authorized business of the corporation is the buying, refining and selling of sugar, but that the management is diverting its funds to the purchase, roasting, and sale of coffee, is not sufficient to show that such act is ultra vires, but the portion of the articles of incorporation specifying the business of the company should be pleaded, since the allegation is but the pleader's conclusion as to the effect of such articles. (Trimble v. American Sugar-Refining Co., 48 Atl. Rep., 912.)

VENUE IN ACTION AGAINST CORPORATION.

Where the cause of action arose in New York, and the plaintiff was a non-resident corporation, and the defendant a domestic corporation, with its principal office and agent to receive service of process in Morris County, where the process was served; held, that the venue should have been laid in Morris County and not in Hudson County. (D., L. & W. R. Co. v. North Jersey & P. M. Ice Co., 47 Atl. Rep., 471.)

VOTING.

Where plaintiff and R. organized a corporation, and placed certain shares of stock in the hands of a trustee until divided between them. R. to have the right to direct the vote of such stock until the division, and R. transferred his interest, with complainant's consent, to defendant, the trustee, after such transfer, had an absolute right to vote the stock as a necessary incident to its legal ownership. A provision giving defendant the right to direct the vote of such stock until the division was valid and not objectionable as contrary to public policy. (Clowes v. Miller, 47 Atl. Rep., 345.)

An irrevocable power to direct the vote of corporate stock cannot be vested in a person who has no interest in it, and who does not represent persons who are interested. (Clowes v. Miller, 47 Atl. Rep., 345.)