can perceive no reason for holding that actions may not be maintained against them for conspiracy. It is well settled by the authorities cited that the malice and wicked intent needful to sustain such actions may be imputed to corporations. A careful scrutiny of the complaint in each action has convinced us that sufficient facts are alleged to show that the appellant was a party to the conspiracy set forth, and that sufficient facts are, therefore, alleged in the complaint to show a cause of action against it." The popular assumption that "a corporation has no soul," and, in consequence, no conscience, may be accepted both in law and in equity, but it is the holding of the courts that it is, to such an extent, in possession of the reasoning faculty as to be capable of a business offense for which it is to be held legally if not morally responsible.

§ 81. Combination to Monopolize a Particular Branch of Business.-A combination, the object of which is to obtain control of a particular branch of business, is a conspiracy, and all contracts for the accomplishment of this end are unlawful and void. So far as relates to its legality the extent of the combination is immaterial. It may be confined to a single city or town, or it may extend to a State or to a number of States, or it may include the country. The gist of the offense is the conspiracy or the combination for the purpose of accomplishing the end sought. There is not entire harmony in the decisions of the State courts on

Ind. 70." Brokaw v. N. J. R. & Transp. Co., 32 N. J. L. 328, 329. See also, to the same effect, Vance v. Erie Ry. Co., 32 N. J. L. 334. "Strictly speaking, a corporation cannot, itself, be guilty of fraud. But where a corporation is formed for the purpose of carrying on a trading or other speculation for profit, such as forming a railway, these objects can only be accomplished through the agency of individuals; and there can be no doubt that if the agents employed

conduct themselves fraudulently, so that if they had been acting for private employers, the persons for whom they were acting would have been affected by their fraud, the same principles must prevail where the principal under whom the agent acts is a corporation." Ranger v. Great Western Ry. Co., 5 H. L. Cas. 72, 86.

1 Buffalo Lubricating Oil Co. v. Standard Oil Co., 106 N. Y. 669; S. C., 25 Cent. L. J. 587.

this point, but the rule, as above stated, is generally accepted. In the leading case of the Morris Run Coal Company v. Barclay Coal Company, the doctrine is stated by Mr. Justice Agnew, as follows: "There is a certain freedom which must be allowed to every one in the management of his own affairs. When competition is left free, individual error or folly will generally find a correction in the conduct of others. But here is a combination of all the companies operating the Blossburg and Barclay mining regions, and controlling their entire productions. They have combined together to govern the price and supply of coal in all the markets from the Hudson to the Mississippi rivers, and from Pennsylvania to the lakes. This combination has a power in its confederated form which no individual action can confer. The public interest must succumb to it for it has left no competition free to correct its baleful influence. Where the supply of coal is suspended, the demand for it becomes importunate, and prices must rise. Or if the supply goes forward, the price fixed by the confederates must accompany it. The domestic hearth, the furnaces of the iron master and the fires of the manufacturer, all feel the restraint, while many dependent hands are paralyzed, and hungry mouths are stinted. The influence of a lack of supply or a rise in the price of an article of such prime necessity cannot be measured. It permeates the entire mass of community, and leaves few of its members untouched by its withering blight. Such a combination is more than a contract; it is an offense. 'I take it,' said Gibson, J., 'a combination is criminal whenever the act to be done has a necessary tendency to prejudice the public or to oppress individuals, by unjustly subjecting them to the power of the confederates, and giving effect to the purpose of the latter, whether of extortion or of mischief.' In all such combinations where the purpose is injurious or unlawful, the gist of the offense is the conspiracy. Men can often do by the combination of many what severally no one could accomplish, and even what when done by one would be innocent." Where a combination of this character is kept

1 Morris Run Coal Co. v. Barclay Coal Co., 68 Pa. St. 173, 186.

secret, and the appearance of competition is kept up, the secrecy of the act constitutes an aggravation of the offense. In a case in Wisconsin, it was held that any number of persons may lawfully form a co-partnership to buy the produce of the country and sell merchandise, at any specified place. If such co-partnership is in fact formed (though not so expressed in the articles) for the purpose of preventing competition in the markets in which the firm may operate, and with the intention of keeping secret from the public the existence of the agreement, and if its existence is thus kept secret and an appearance of competition between the parties maintained by them toward the public, such executed intention of secrecy and deception taints the agreement itself, and renders it illegal and void.1 In Illinois it has been held

1 Fairbanks v. Leary, 40 Wis. 637. "Neither is any other express stipulation in the agreement illegal on its face. By the terms of the instrument, a co-partnership between the parties to transact a law ful business in an apparently lawful manner was formed. Of course it does not require argument or citation of authority to show that five, or any other number of men, may lawfully form a co-partnership to buy the produce of the country and sell merchandise at Waupun, or any other place. But it does not necessarily follow that the agreement under consideration is a valid one. Although not expressed therein, if that agreement was in fact made for the purpose of preventing competition in the markets in which the firms might operate, and with the intention of keeping secret from the public the existence of the agreement, and if its existence was thus kept secret, and an appearance of competition between the parties maintained by them towards the public, such executed intention of secrecy and deception tainted the agreement it

self, and rendered it illegal and void. In that case, no rights can be enforced under such illegal agreement by any party against another party thereto. The law does not, and did not, require that these parties should compete in the purchase of produce. Individually, each had an undoubted right to bid therefor as low as he pleased. Collectively they had the same right. unless deception was practiced on the public. But if they held themselves out as competing purchasers, and knew that the people who sold in the markets where they operated relied upon such competition (as well they might) as a guaranty that they were obtaining the full market value of their produce, while, at the same time, the purchasers were not in competition, but in secret league to depress the market, the agreement under which the latter operated is illegal and void, and no court will aid to enforce any of its stipulations. The cases which hold that secret agreements between persons attending auction sales not to bid against each other, and to divide the prop

that a contract entered into by the grain dealers of a town, which on its face indicates that they have formed a partnership for the purpose of dealing in grain, but the true object of which is to form a secret combination, which would stifle all competition, and enable the parties, by secret and fraudulent means, to control the price of grain, costs of storage, and expense of shipment at such town, is in restraint of trade, and, consequently, void on the ground of public policy. A rule, quite out of harmony with the above, has been adopted in Minnesota. A large number of retail

lumber dealers formed a voluntary association, agreeing that they would not deal with any manufacturer or wholesaler who would sell directly to consumers at any point where a member of the association was retailing, and that, whenever any wholesaler or manufacturer made such sale, their secretary should notify all the members. Plaintiff, having made such a sale, the secretary threatened to send such notice. It was held not actionable, nor ground for an injunction. It has been held that the rule is not to be ap