of the statute of 1889, being "an act to declare unlawful trusts and combinations in restraint of trade and products, and to provide penalties therefor;" and their local agents, who attempt to and do enforce such combined rates are subject to prosecution under the provisions of said act. In the 1 State v. Phipps, 50 Kan. 609; S. C., 31 Pac. Rep. 1097. Act of Feb. 18th, 1897, of Alabama, provides: "That every contract or policy of insurance made or issued after the passage of this act, shall be construed to mean that, in the event of loss or damage thereunder, the assured or beneficiary thereunder may, in addition to the actual loss or damage suffered, recover twenty-five per cent. of the amount of such actual loss, any provision or stipulation in such contract or policy to the contrary notwithstanding: provided, at the time of the making of such contract or policy of insurance, or subsequently before the time of trial the insurer belonged to, or was a member of, or in any way connected with, any tariff association or such like thing by whatever name called, or who had made any agreement or had any understanding with any other person, corporation or association engaged in the business of insurance, as agent or otherwise, about any particular rate of premium which should be charged or fixed for any kind or class of insurance risk; and, provided further, no stipulation or agreement in such contract or policy of insurance to arbitrate loss or damage, nor to give notice or make proofs of loss or damage, shall in any such case be binding on the assured or beneficiary, but right of action accrues immediately upon loss or damage. § 2. That if it is shown to the reasonable sat isfaction of the jury by a preponderance of the weight of the testimony that such assurer at the time of the making of such agreement or policy of insurance, or subsequently before the time of trial belonged to, or was a member of, in any way connected with any tariff association or such like thing by whatever name called, either in or out of this State, or had made any agreement or had any understanding either in or out of this State with any other person, corporation or association engaged in the business of insurance as agent or otherwise, about any particular rate of premium which should be charged or fixed for any risk of insurance on any person or property or on any kind or class of insurance risk, they must, if they find for the assured or beneficiary in addition to his actual damages assess, and add twenty-five per cent. of the amount of such actual loss, and judgment shall be rendered accordingly. § 3. That this act shall be liberally construed to accomplish its object. The Missouri Act relating to pools, trusts and conspiracies, Laws of Missouri, 1897, contains this exception as to insurance: "Provided, however, that the provisions of this section shall not apply to agreements of fire insurance companies, or their agent, or boards of fire underwriters, to regulate the price or premium to be paid for insuring property against loss or damage by fire, lightning, or storm, in cities in this State which now opinion in this case, the court said: "At this writing, it is probable that every State in the Union has passed laws upon this subject, until it may be said that the right of State regulation of the business of insurance is universally recognized and upheld. So it can be confidently said that this court, when it held, in In re Pinkney, that insurance was 'trade,' did not contemplate that the term used could be tortured into interstate commerce; and it can be said with equal confidence that the settled law of this country is that the issuing of a policy of insurance is not a transaction of commerce. As we have said, neither the major nor the minor premise of the argument of counsel for the appellants is sound, and the inevitable conclusion,-that Congress alone has power to regulate interstate commerce, and to provide penalties against insurance trusts and combinations,— does not follow. The court did not mean 'trade' as synonymous with interstate commerce. The business of insurance is not interstate commerce. The State has power to regulate and control, and to provide penalties for the transgression of its regulating and controlling statutes, of the business of a foreign insurance company within its boundaries. If the theory of the counsel for the appellants ever ripens into authoritative judicial decision, the power of the State have or which may hereafter acquire a population of one hundred thousand inhabitants or more; and provided, further, that if such insurance companies or their agents, or the board of fire underwriters doing business in any such city, shall combine in such city, either directly or indirectly, or agree or attempt to agree, directly or indirectly, to fix or regulate the price or premium to be paid for insuring property to be located wholly outside of such city against loss or damage by fire, lightning or storm, such company so violating the provisions of this act either by itself, its agents, or any such board of underwriters, shall be taken and Act deemed to have forfeited its right to regulate and control the business of insurance within its limits is gone. The insurance department and every act upon the statute books for the protection of the policy holders, and every line looking to the punishment of the violators of its public policy in this respect, goes with it, except, possibly, as to such companies as may be organized and operated under the laws of the State."1 In Texas a different rule has been established. While upholding the view that insurance is not commerce, it has been held that the statute, entitled "an act to define trusts, and to provide for penalties and punishment of corporations, persons, firms and association of persons connected with them, and to promote free competition in the State of Texas," did not apply to a combination to fix rates of insurance, or the commissions of the agents of insurance companies. These combinations are not embraced within the provisions of the act. A combination between two or more insurance companies to increase their rates or to diminish the rates to be paid to their agents, is, in a general sense, a combination in restraint of trade. But, I think, that the words, "restrictions in trade," were not intended to receive that construction in the statute.2 1 State v. Phipps, 50 Kan. 609, obvious reasons, is detrimental to 619; s. c., 31 Pac. Rep. 1097. * Insurance Company v. State, 86 Tex. 250; s. C., 24 S. W. Rep. 397. "Insurance is a mere contract of indemnity against a contingent loss. Though it is an important aid to commerce, it is not a business of commerce, or one in which the public have any direct right. No franchise is necessary for its prosecution, and no one has a right to demand of an underwriter that his property shall be insured at any rate. Any individual may execute a policy, and so any company incorporated for the purpose of insuring property may refuse to execute one, unless it be so bound by its charter. Forced insurance, for the public interest, and it is therefore not probable that such restrictions will be found in any charter. Labor is necessary to production and transportation, and therefore it is not merely an aid, but a necessity of commerce. It is advantageous to the public, and in that sense they have an interest in it. The services of professional men are likewise indispensable in most civilized communities, and are presumably likewise advantageous to the public. The public have an interest in them, in the same sense in which they have an interest in the business of insurance. It follows, therefore, that if insurance companies are to be brought within § 182. Right of Parties under Trust Combinations.It is elementary law that the courts will not lend their aid to the enforcement of an illegal contract. The individual or corporation that becomes a party to such a contract assumes the entire responsibility of the act. The courts will leave such persons where it finds them. A corporation which is a member of a trust combination cannot recover its share of the profits of the business, or of any money due the members of the trust, under the agreement. To afford such a party aid would be to enforce an illegal compact. In a recent case in New York, it was held that the receiver of a sugar refining company, appointed under a judgment, in an action brought by the State to dissolve the corporation on account of its having become a party to an illegal combination, formed for the manufacture and sale of sugars, cannot maintain an action to recover the profits of the illegal transaction from another party engaged with the sugar refining company in such illegal combination, where it is necessary, in order to sustain the action, to appeal to and depend upon the terms of the illegal agreement. In another recent case in the rule that makes agreements to ican Cotton Oil Trust, 40 La. Ann. increase the price of merchandise 8; s. c., 19 Am. & Eng. Corp. Cas. illegal, upon the ground that the 448. Act July 2, 1890, which forpublic have an interest in their bids combinations in restraint of business, agreements among labor-interstate commerce, and gives a ers and among professional men right of action to any person innot to render services below a stip- jured by acts in violation of its proulated rate should be held contrary visions, does not authorize suit to public policy and void, upon where the only cause of action is the same ground." Ibid., 270. the bringing of two suits which have not been decided. Bishop & American Preservers' Co., 51 Fed. Rep. 272. The stockholders and members of certain corporations and partnerships engaged in a similar business, by agreement in writing, created a trust, the object of which was to authorize the trustees to control and manage the business of the parties. The trustees issued to the parties trust certificates transferable on their books. By the terms of the agree 1 Gray v. Oxnard Bros. Co., 59 Hun, 387; Pittsburg Carbon Co. v. McMillan, 119 N. Y. 466; American Biscuit, etc. Co. v. Klotz, 44 Fed. Rep. 721; s. c., 32 Am. & Eng. Corp. Cas. 510; Mallory v. Hanaur Oil Works, 86 Tenn. 598; s. C., 20 Am. & Eng. Corp. Cas. 478; American Preservers' Trust v. Taylor Mfg. Co., 46 Fed. Rep. 152; Strait v. National Harrow Co., 18 N. Y. Supl. 224; Cameron v. Havemeyer, 12 N. Y. Supl. 126; State v. Amer New York, a party to an illegal combination withdrew from the trust, and commenced an action against the trustee and the contracting corporations to dissolve the trust. The result was the appointment of a receiver of the property. In ment the parties thereto and transferees of the certificates, were the beneficiaries under the trust. By the terms of the certificates they were transferable only on the books of the trustees on surrendering the certificates, and it was provided that the holder of a certificate should be subject to all terms of the agreement or the by-laws adopted in pursuance thereof as fully as if he had signed the same. Upon the back of each was a blank form for a transfer thereof by the terms of which the transferee was appointed attorney with authority to make the necessary transfer upon the books. These certificates were dealt in, in the open market in the city of New York. Plaintiff purchased in said market one of said certificates which was delivered to him with the transfer on the back made out to him by the person to whom it had been issued. Plaintiff presented the certificate to the trustees, with a demand that a transfer be made on the books and a new certificate issued to him, by offering upon receipt thereof to surrender the old certificate. The transfer was refused. Held, that an action to compel such transfer was maintainable; that while to give plaintiff the character of transferer for the purposes of recognition by the trust, a transfer on its books was necessary, this was for the benefit and protection of the trust, and as by the agreement and form of the certificate, the quality of transferability was given to it, this imported the right to make the transfer effectual by transfer on the books. Rice v. Rockefeller, 134 N. Y. 174. See, also, Bean v. American Loan & T. Co., 122 N. Y. 622. Where the business specified in the charter of a corporation is a perfectly legitimate business, and the corporation is legally created, the subsequent abuse or perversion of its corporate powers, though it may furnish a reason why the legislature or the courts should amend the charter and annul the corporation, will not destroy the body corporate. It is still a legal entity, and bound to answer the claims of creditors, although the intention of those who participated in its creation was to effect illegal purposes. Where the purposes attempted to be accomplished through a corporation are illegal, contracts and agreements entered into to secure the end must be equally so. But as it is possible that a party may enter into contracts which may give effect to the illegal purpose, in ignorance of the unlawful design, it is necessary for those assailing such agreements to show that the agreements were entered into with knowledge of the illegal object. Clancey v. Onondaga Fine Salt Mfg. Co., 62 Barb. 395. In an action under Federal Anti-Trust Law which forbids combinations in restraint of interstate commerce, and gives a right of action to any person injured by acts in violation of its provisions, a declaration which does not aver that the goods manufactured by plaintiff, and in respect of which he claims to be |