RISE OF THE STANDARD OIL COMPANY 195 



poses of the agreement without formally making it a party to 

 it. But is substance to be sacrificed to shadow? Have we 

 not shown sufficient actual corporate conduct to obviate the 

 necessity for formal corporate action, such as the adoption of 

 resolutions or the signing of a name?" 



The court adopted the argument of the plaintiff, and 

 not only forbade members of several corporations to combine 

 as such and merge their interests in a trust, but it also de- 

 clared such combination a restraint of trade, illegal, and quite 

 opposed to public policy, and by the force of its decision put 

 an end to the trust as a form of business combination. 



Accordingly, in 1892, the Standard Oil trust was dissolved, 

 and the separate establishments and plants reorganized into 

 twenty constituent companies. The trust certificates, when 

 surrendered, were replaced by a proportion of the shares of 

 each company, properly divided. By the form of transfer 

 adopted, the trustees placed in the hands of their attorney the 

 amount of shares held by the trustees in the several companies 

 of the trust, and authorized the attorney to secure from each 

 of these companies transfer upon their corporate books of 

 stock certificates for whole shares, and scrip for fractional 

 shares thereof. Although the trust was formally dissolved, 

 the men who were the trustees hold a majority of the stock in 

 all the different companies which composed the trust, so that 

 they work together as harmoniously as before. The replace- 

 ment of trust certificates by proportional shares of stock in 

 the separate companies continued slowly, and is not yet com- 

 plete. Substantial unity of action among the several com- 

 panies was not changed. 



Meantime the Standard Oil company bought a large pro- 

 portion of the stock of the Producers' Oil company, with a 

 view, as it would appear, to securing a controlling voice in 

 its management; but it was so opposed in its ownership that 

 it transferred its shares to a certain Mr. John J. Carter. Mr. 

 Carter brought suit to be allowed to vote his stock ; but, as the 

 organization was a limited partnership, the courts upheld the 

 company in denying him admission. With the United States 

 Pipe Line company the National Transit company was more 

 successful. It secured $383,000 out of a total of $1,119,000 



