194 GILBERT HOLLAND MONTAGUE 



in abuse of its corporate powers and in the exercise of privi- 

 leges, rights, and franchises not conferred upon it," the de- 

 fendant company had become a party to the trust agreements 

 of 1882. "All the owners and holders of its capital stock, 

 including all the officers and directors of said defendant com- 

 pany, signed said agreements without attaching the coiporate 

 name and seal." Prior to the dates of the trust agreement 

 aforesaid, the petition continued, the defendant's capital stock 

 consisted of 35,000 shares. Upon the signing of said agree- 

 ments, 34,993 shares of said stock, belonging to the persons 

 who signed the agreement, were transferred upon the defend- 

 ant's books to the nine trustees appointed and named in the 

 agreement, by virtue of which "the nine trustees have been, 

 ever since the signing of said agreements, and still are, able to 

 choose and have chosen annually such boards of directors of 

 said defendant company as they (said nine trustees) have seen 

 fit, and are able to and do control the action of the defendant 

 in the conduct and management of its business." 



In answer to this petition the Standard Oil company de- 

 nied that it had become a party to either of the agreements in 

 said petition set forth, or that it had at any time observed or 

 carried out those agreements. "Said agreements," continued 

 the answer, "were agreements of individuals in their individual 

 capacity and with reference to their individual property, and 

 were not nor were they designed to be corporate agreements, 

 and defendant denies that said agreements have illegally 

 affected its corporate capacity or that defendant has per- 

 mitted its corporate powers, business, and property to be 

 exercised, conducted, and controlled in an illegal manner." 



By a demurrer to the defendant's plea the issue was 

 squarely raised whether the act of all the stockholders, officers, 

 and directors of a corporation may rightly be called the act 

 of the corporation. "It seems to us," the plaintiff argued, 

 "impossible to read the agreement and consider the proceed- 

 ings which confessedly have taken place under it, without 

 reaching the conclusion that there has been a studious design 

 and effort on the part of the promoters of the trust scheme 

 to obtain all the advantages of the actual presence and par- 

 ticipation of the defendant corporation in the objects and pur- 



