limit or eliminate competition. McCarter v. Firemen's Insurance Co., 74 N. J. Eq. 372, 73 Atl. 80 (E. & App., 1909), rev'g. McCarter v. Firemen's Insurance Co., 70 N. J. Eq. 291, 61 Atl. 705 (1905).

A number of Camden County laundries, controlling about 82 percent of the business in that area, entered into price-fixing agreements. They also agreed that after a certain date, each of the parties would not transact business with independent solicitors unless they already had business dealings with them. The contract provided for liquidated damages in event of breach, and each of the parties to secure payment of such damages gave a note in sum of $1,000 to a trustee. In an action by the trustee on such a note against one of the parties to the agreement for breach of the contract, it was held that there could be no recovery, as all price-fixing agreements between independent firms are void at common law. The contract was an illegal restraint on trade, and therefore was unenforceable. Buckelew v. Martens, 108 N. J. L. 339, 156 Atl. 436 (E. & App., 1931).

An agreement between certain rolling-chair proprietors in Atlantic City to charge maximum rates fixed in a city ordinance, was upheld in that it was entered into by a small number of proprietors. An agreement to charge a rate fixed by law is not a combination in restraint of trade. It does not tend to create a monopoly, and is enforceable. Reed v. Saslaff, 78 N. J. L. 158, 73 Atl. 1044 (1909). See also, Raritan River R. Co. v. Middlesex & S. Traction Co., 70 N. J. L. 732, 58 Atl. 332 (E. & App., 1904); East Jersey Water Co. v. Newark, 96 N. J. Eq. 231, 125 Atl. 578 (1924), aff'd 98 N. J. Eq. 672, 130 Atl. 557 (E. & App., 1925).

Several independent firms, engaged in the business of manufacturing cigarettes, combined to form one company. This combination, controlling about 95 percent of the industry, fixed prices and terms of sale applicable to its dealers, and refused to ship cigarettes and tobacco unless such terms were met. In a suit brought by the attorney general to restrain defendant company from engaging in such practices, the court held that a court of equity could not declare invalid arrangements as to prices and terms of sale. A trading or manufacturing corporation has the sole discretionary power and authority to impose conditions, as it chooses, under which it will sell. Stockton v. American Tobacco Co., 55 N. J. Eq. 352, 36 Atl. 971 (1897), aff'd in Miller v. American Tobacco Co., 56 N. J. Eq. 847, 42 Atl. 1117 (E. & App., 1898) (per curiam). The appropriate procedure to challenge the exercise of the corporation franchise is by quo warranto. Ibid.

Four separate companies, owners of patent applications on brake linings, formed a new corporation and assigned the patent applica

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tions to such corporation. This corporation then granted licenseroyalty agreements to the four companies, authorizing them to manufacture and sell brake linings at certain fixed prices, using all the inventions and improvements contained in the several applications. An action was brought by a stockholder of the new corporation for an accounting of the royalties paid by the manufacturing companies. To the defense that the license agreements were part of a combination in restraint of trade, it was held that such a combination was valid. The agreements were based on the ownership of patent rights which give the owner the right to sell or license such rights at such prices and under such conditions as he may choose. Massie v. Asbestos Brake Co., 95 N. J. Eq. 298, 123 Atl. 155 (1923).

Neither are such agreements in violation of the Sherman Antitrust Act. Id.

Patentee and the manufacturer of the patented article agreed that the executive board of the manufacturing company should have the power to fix the resale price of such articles. The agreement was valid as the patentee merely delegated to such board the power which he had to fix the price at which the patented article was to be sold. American Mech. Imp. Co. v. Des Lauriers Aircraft Co., 94 N. J. Eq. 197, 119 Atl. 179 (1922).

Jurisdiction.

A corporation authorized by its charter to engage in the business of manufacturing and selling whiskey and spirits, either at wholesale or retail, sought to purchase securities of other corporations engaged in the same business. In a suit by a stockholder to restrain the corporation from purchasing such stock, the court held that if such purchase resulted in a monopoly, it arose from powers conferred on the corporation by the legislature when issuing the charter or certificate of incorporation. The legislature having issued such authority, and it not being in contravention of any constitutional provision, a court of equity is without jurisdiction to determine the question of monopoly. Dittman v. Distilling Co. of America, 64 N. J. Eq. 537, 54 Atl. 570 (1903).

Application of Statutes.

Sections 14:12-1 et seq. (L. 1896, c. 185, sec. 104), authorizing the consolidation of corporations, do not permit nor contemplate that a change of the object of incorporation is to be accomplished by means of the consolidation agreement. Such power of corporations to merge, as conferred by the act, applies only where they are organized to carry on a business of the same or similar nature. Colgate v. U. S. Leather Co., 75 N. J. Eq. 229, 72 Atl. 126 (1909).

The power of corporations to consolidate and merge is not to be implied, and exists only by virtue of plain legislative enactment. Colgate v. U. S. Leather Co., supra; Wm. B. Riker & Sons Co. v. United Drug Co., 79 N. J. Eq. 580, 82 Atl. 930 (1912), rev'g., Id., 78 N. J. Eq. 319, 79 Atl. 1044 (1911); Sons of Poland v. Association of the Sons of Poland, 121 N. J. Eq. 102, 187 Atl. 356 (1936). Where some of the objects of one corporation, under its charter, are not similar in character to any of the objects of the company with which it is consolidating, such consolidation is prohibited under sections 14:12-1 et seq.; Copeland et al. v. United Shoe Machinery Co., 84 N. J. Eq. 276, 94 Atl. 404 (1915), aff'd, Id., 85 N. J. Eq. 209, 95 Atl. 549 (E. & App., 1915). Where a foreign corporation merges with a domestic corporation such merger does not operate to dissolve the New Jersey Corporation. Windhurst et al. v. Central Leather Co., 105 N. J. Eq. 621, 149 Atl. 36 (1930), aff'd, Id., 107 N. J. Eq. 528, 153 Atl. 402 (E. & App., 1931); N. Y. Telephone Co. v. State Board of Taxes, etc., 10 N. J. M. 592, 159 Atl. 810 (1932).

Indictment.

An indictment alleged that members of a certain association conspired to monopolize the sale of kosher meats by controlling the retail price thereof. On motion to quash the indictment, it was held that at common law a conspiracy to create a monopoly was not criminal and not indictable. The indictment was quashed. State of New Jersey v. Black et al., 5 N. J. Misc. 639, 138 Atl. 513 (1927).

B. EXCEPTIONS TO GENERAL ANTITRUST LAWS

Rev. Stat. 1937, as amended by Rev. Stat. (Supp., 1938)
Resale Price Maintenance

Sections 56: 4-3 to 56: 4-6 validate contracts fixing the resale price. of a commodity which bears, or the label or content of which bears, or the vending equipment from which said commodity is sold to consumers bears, a trademark, brand, or name. The statute is expressly inapplicable to contracts between producers, between wholesalers, or between retailers as to sale or resale price. See Vol. State Price Control Legislation: Resale Price Maintenance.

Rev. Stat. (1937)

Labor Unions

Section 34: 12-1 provides that any combination to persuade, advise, or encourage persons by peaceable means to leave or enter employment, is lawful.

Labor.

Judicial Decisions

Rights Concurrent With Union Membership.

A trade union entered into an agreement with plaintiff's employer which provided that no man could remain employed unless his union. card or check was on deposit with the shop steward. In an action. for damages brought by plaintiff, employee, against the union, the court held that the trade union was liable for interfering, without justification, with plaintiff's right to employment. Even though the union membership and agreement with employer may constitute an unlawful monopoly of labor in a particular trade, such right to employment exists, independent of the unlawful agreement. The fact that the employee is a member of the combination will not bar him. Brennan v. United Hatters, Local 17, 73 N. J. L. 729, 65 Atl. 165 (E. & App., 1906).

In suit brought by one union against another to restrain it from acting as the local representative of the general body, the court refused the injunction on the ground that it would aid in establishing a monopoly, controlling employment of all musicians. O'Brien et al. v. Musical Mut. Protective & Benevolent Union, 64 N. J. Eq. 525, 54 Atl. 150 (1903).

An electrical trade union entered into closed-shop contracts with all the master electricians in the city of Newark (N. J.) and its vicinity. An electrician, of 25 years experience, was denied membership in the union on the grounds that he failed to pass the union's technical examination. The electrician sued the union for damages because of his inability to obtain work and recovery was denied. Reihing v. Local No. 52, 94 N. J. L. 240, 109 Atl. 367 (1920).

Closed-shop agreements were not violative of the antitrust act (L. 1913, c. 13) (now repealed) as "labor" was not a "commodity" within the meaning of the act. Ibid.

Members of a local union brought suit to enforce rights arising under the constitution and bylaws of the union. The defense to the suit that the purpose of the union was to create a monopoly of the supply of labor in operating taxicabs and autobusses cannot be sustained as the members were seeking to enforce rights which were independent and collateral of such monopoly, if such did exist. Harris et al. v. Geier, 112 N. J. Eq. 99, 164 Atl. 50 (1932).

Labor Agreements

Section 34: 12-1 makes it lawful for members of a trade union to combine together for the purpose of securing the control of the work

connected with their trade and to endeavor by peaceful means to effect such purpose. By this act the policy of the law with reference to such combinations was revolutionized, and what, before that time, would have been held an unlawful combination and conspiracy, became in this State a lawful association. Mayer v. Journeymen StoneCutters Association, 47 N. J. Eq. 519, 20 Atl. 492 (1890). Prior to the enactment of section 34: 12-1, it was an indictable conspiracy for several employees to combine and notify the employer, that unless he discharges certain persons, they will in a body, quit his employment. State v. Donaldson et al., 32 N. J. L. 151 (1867). See also Barr v. Essex Trades Council, 53 N. J. Eq. 101, 30 Atl. 881 (1894); Cumberland Glass Mfg. Co. v. Glass Blowers Assn., 59 N. J. Eq. 49, 46 Atl. 208 (1899).

An employer engaged in the business of plating and polishing metals employed in its polishing department about 25 men, who were all members of a local union. The union called a strike to induce employer to accept a closed-shop contract. In an action by the employer to restrain the trade union from picketing, the evidence disclosed that the trade union did not have a monopoly of such labor and that there had been discrimination by the employer against union workers; injunctive relief was denied. Four Plating Co. v. Mako, 122 N. J. Eq. 298, 194 Atl. 53 (1937). See also, N. J. Painting Co. v. Local No. 26, Brotherhood of Painters, 96 N. J. Eq. 632, 126 Atl. 399, 47 L. R. A. 384 (E. & App., 1924) rev'g. 95 N. J. Eq. 108, 122 Atl. 622 (1924); Barker Painting Co. v. Local 734, Brotherhood of Painters, 12 F. (2d) 945 (1926); Kinane v. Fay, 111 N. J. L. 553, 168 Atl. 724 (1933); Bayonne Textile Corp. v. American Federation of Silk Workers, 116 N. J. Eq. 146, 172 Atl. 559 (E. & App., 1934), modifying 114 N. J. Eq. 307, 168 Atl. 799 (1934).

A trade union entered into a closed-shop contract with a bus company. Pursuant to such agreement, the union furnished drivers to the company. Several of these drivers joined another union. The first union declared such drivers had forfeited their membership and demanded that employer discharge them. This the employer did but later rehired them. In an action by union to enforce specific performance of the contract, injunctive relief was granted. Hudson Bus Transportation Drivers' Association v. Hill Bus Co. et al., 121 N. J. Eq. 582, 191 Atl. 763 (1937; cf., Canter Sample Furniture House v. Retail Furniture Employees Local No. 109 et al., 122 N. J. Eq. 575, 196 Atl. 210 (1937); Mitnick v. Furniture Workers, Local 66, C. I. O., 124 N. J. Eq. 147, 200 Atl. 553 (1938).

A trade union membership contract classified union members as "juniors" and "seniors" and gave the latter prior rights to employ