pearing could be justified, the Alice had no power to acquire or hold the stock of the Anaconda, and accordingly the sale was void.

MacGinniss v. Boston & M. Consol. Copper & S. Min. Co. 29 Mont. 459, 75 Pac. 89; California Nat. Bank v. Kennedy, 167 U. S. 362, 42 L. ed. 198, 17 Sup. Ct. Rep. 831; Noves, Intercorporate Relations, §§ 264, 281; Elyton Land Co. v. Dowdell, 113 Ala. 177, 59 Am. St. Rep. 105, 20 So. 981; Seely v. Huntington Canal & Agri. Asso. 27 Utah, 179, 75 Pac. 367.

The identity between the parties effecting the purchase and the parties accomplishing the sale invalidates it.

V.

Idaho-Oregon Light & P. Co. v. State Bank, 139 Č. C. A. 503, 224 Fed. 39; Richardson V. Green (Washburn Green) 133 U. S. 30, 33 L. ed. 516, 10 Sup. Ct. Rep. 280; Sausalito Bay Land Co. v. Sausalito Improvement Co. 166 Cal. 302, 136 Pac. 57; O'Conner Min. & Mfg. Co. v. Coosa Furnace Co. 95 Ala. 617, 36 Am. St. Rep. 251, 10 So. 290; Munson v. Syracuse, G. & C. R. Co. 103 N. Y. 58, 8 N. E. 355; Sumners v. Glenwood Gold & S. Min. Co. 15 S. D. 20, 86 N. W. 749; Thomas v. Brownsville Ft. K. & P. R. Co. 1 McCrary, 2 Fed. 877; 2 Thomp. Corp. §§ 1242, 1243; 10 Cyc. 791; 21 Am. & Eng. Enc. Law, 2d ed. 899; Noyes, Intercorporate Relations, § 114; San Diego v. San Diego & L. A. R. Co. 44 Cal. 106; Hyams v. Calumet & H. Min. Co. 137 C. C. A. 239, 221 Fed. 542.

The contention that the transaction under investigation is in violation of the Sherman Law can be made in this suit. Bigelow v. Calumet & H. Min. Co. 155 Fed. 876; United States v. Union P. R. Co. 226 Ú. S. 86, 57 L. ed. 133, 33 Sup. Ct. Rep. 53; Frank v. Union P. R. Co. 141 C. C. A. 510, 226 Fed. 906; De Koven v. Lake Shore & M. S. R. Co. 216 Fed. 955; International Harvester Co. v. Missouri, 234 U. S. 199, 58 L. ed. 1276, 52 L.R.A. (N.S.) 525, 34 Sup. Ct. Rep. 859. The transfer assailed was made in

violation of the Anti-trust Act.

United States v. Reading Co. 226 Fed. 299; Continental Wall Paper Co. v. Louis Voight & Sons Co. 212 U. S. 227, 53 L. ed. 486, 29 Sup. Ct. Rep. 280, 19 L.R.A.(N.S.) 143, 78 C. C. A. 567, 148 Fed. 939; Swift & Co. v. United States, 196 U. S. 375, 49 L. ed. 518, 25 Sup. Ct. Rep. 276; Addyston Pipe & Steel Co. v. United States, 175 U. S. 211, 44 L. ed. 136, 20 Sup. Ct. Rep. 96, 46 L.R.A. 122, 29 C. C. A. 141, 54 U. S. App. 723, 85 Fed. 271; Chattanooga Foundry & Pipe

65 L. ed.

Works v. Atlanta, 203 U. S. 390, 51 L. ed. 241, 27 Sup. Ct. Rep. 65; W. W. Montague & Co. v. Lowry, 193 U. S. United States v. United States Steel 38, 48 L. ed. 608, 24 Sup. Ct. Rep. 307; Corp. 223 Fed. 178; United States v. American Can Co. 230 Fed. 859; United States v. Eastman Kodak Co. 226 Fed. 62; United States v. Union P. R. Co. 226 U. S. 61, 57 L. ed. 124, 33 Sup. Ct. Rep. 53; Bathtub Trust Case (Standard Sanitary Mfg. Co. v. United States) 226 U. S. 49, 57 L. ed. 117, 33 Sup. Ct. Rep. S. 324, 370, 57 L. ed. 243, 258, 33 Sup. 9; United States v. Reading Co. 226 U. Ct. Rep. 90.

Mr. W. B. Rodgers argued the cause, and, with Mr. L. O. Evans, filed a brief for appellees:

The circumstances under which private corporations may sell and dispose, by absolute conveyance, of all of their property, are clearly stated in Thompson, Corporations, 2d ed. § 2429.

the Alice was expressly authorized by its articles of incorporation and by the A conveyance of all the property of statutory law of the state of Utah. Min. Co. 39 Wash. 608, 81 Pac. 1047; Pitcher v. Lone Pine Surprise Consol. 48 Wash. 167, 93 Pac. 208; Traer v. Lucas Lange v. Reservation Min. & Smelting Co. 290; Maben v. Gulf Coal & Coke Co. 173' Ala. 259, 35 L.R.A.(N.S.) 396, 55 Prospecting Co. 124 Iowa, 107, 99 N. W.

So. 607.

The findings of the district court and court of appeals that the majority stockholders of the Alice Company had full power to dispose of all its property, by reason of its financial condition, the state of its property and corporate business, and its inability to further carry out the purposes for which it was created, are fully supported by both the

law and the evidence.

Forrester v. Boston & M. Consol. Copper & S. Min. Co. 21 Mont. 544, 55 Pac. 229; Treadwell v. Salisbury Mfg. Co. 7 Gray, 393, 66 Am. Dec. 490; Hayden v. Official Hotel Red Book & Directory Co. 42 Fed. 875; Manufacturers' Sav. Bank v. Big Muddy Iron Co. 94 Mo. 38, 10 S. W. 865; Bowditch v. Jackson Co. 76 N. H. 351, L.R.A.1917A, 1174, 82 Atl. 1014, Ann. Cas. 1913A, 366; Sewell v. East Cape May Beach Co. 50 N. J. Eq. 717, 25 Atl. 929; Traer v. Lucas Prospecting Co. 124 Iowa, 107, 99 N. W. 290; Price v. Holcomb, 89 Iowa, 123, 56 N. W. 407; Thomp. Corp. 2d ed. §§ 2424, 2429, note; Cummings v. Parker, 250 Mo. 427, 157 S. W. 629; Miners'

427

The Sherman Anti-trust Law cannot be invoked by stockholders of a selling corporation to rescind an executed sale upon the ground that the buying corporation exists in contravention of the Sherman Anti-trust Law.

Ditch Co. v. Zellerbach, 37 Cal. 543, 99, 24 Am. St. Rep. 448, 27 N. E. 831; Am. Dec. 300; Peabody v. Westerly Metcalf v. American School Furniture Waterworks, 20 R. I. 176, 37 Atl. 807. Co. 122 Fed. 115; Treadwell v. Salisbury Both the district court and the court Mfg. Co. 7 Gray, 393, 66 Am. Dec. 490; of appeals erred in holding that, by rea- First Nat. Bank v. National Exch. Bank, son of unity of control of the Alice 92 U. S. 122, 23 L. ed. 679; McCutcheon Company and Anaconda Company, the v. Merz Capsule Co. 31 L.R.A. 415, 19 burden of proof rested upon the Ana- C. C. A. 108, 37 U. S. App. 586, 71 Fed. conda Company to show that the sale 787. was fair and the consideration adequate, and that this burden was not discharged. San Diego, O. T. & P. B. R. Co. v. Pacific Beach Co. 112 Cal. 53, 33 L.R.A. 788, 44 Pac. 333; Reclamation Dist. v. Birks, 159 Cal. 233, 113 Pac. 171; Union P. R. Co. v. Credit Mobilier, 135 Mass. 377; Flagg v. Manhattan R. Co. 20 Blatchf. 142, 10 Fed. 413; Leathers v. Janney, 41 La. Ann. 1120, 6 L.R.A. 661, 6 So. 884; United States Rolling Stock Co. v. Atlantic & G. W. R. Co. 34 Ohio St. 450, 32 Am. Rep. 380; Davis v. United States Electric Power & Light Co. 77 Md. 35, 25 Atl. 982; Booth v. Robinson, 55 Md. 419; Adams Min. Co. v. Senter, 26 Mich. 73, 1 Mor. Min. Rep. 241; United States Rolling Stock Co. v. Atlantic & G. W. R. Co. 34 Ohio St. 450, 32 Am. Rep. 380; Leavenworth County v. Chicago, R. I. & P. R. Co. 134 U. S. 688, 33 L. ed. 1064, 10 Sup. Ct. Rep. 708; Evansville Public Hall Co. v. Bank of Commerce, 144 Ind. 34, 42 N. E. 1097; Hiles v. C. A. Hiles & Co. 120 Ill. App. 617; Thomp. Corp. § 1241; Blythe v. Hinckley, 84 Fed. 234; Celluloid Mfg. Co. v. Cellonite Mfg. Co. 40 Fed. 476; Northwest Transp. Co. v. Boston M. Ins. Co. 41 Fed. 796; 2 Street, Fed. Eq. Pr. § 1918; N. K. Fairbank Co. v. Windsor, 61 C. C. A. 233, 124 Fed. 202; Roemer v. Neumann, 26 Fed. 333; Deitch v. Staub, 53 C. C. A. 137, 115 Fed. 317.

The subsequent ratification of the contract of sale by the stockholders of the Alice Company renders the question of common directors immaterial.

Metropolitan Teleph. & Teleg. Co. v. Domestic Teleg. & Teleph. Co. 44 N. J. Eq. 568, 14 Atl. 907; Cook, Corp. 6th ed. 658.

Under the circumstances of this case, the convevance in question is not affected by the fact that the consideration paid therefor was capital stock of the Anaconda Company.

Thomp. Corp. §§ 4063-4066; Clark & M. Priv. Corp. p. 531; Hodges v. New England Screw Co. 1 R. I. 312, 53 Am. Dec. 624; Byrne v. Schuyler Electric Mfg. Co. 65 Conn. 348, 28 L.R.A. 304, 31 Atl. 833; Holmes & G. Mfg. Co. v. Holmes & W. Metal Co. 127 N. Y. 252,

D. R. Wilder Mfg. Co. v. Corn Products Ref. Co. 236 U. S. 165, 59 L. ed. 521, 35 Sup. Ct. Rep. 398, Ann. Cas. 1916A, 118; Paine Lumber Co. v. Neal, 244 U. S. 459, 471, 61 L. ed. 1256, 37 Sup. Ct. Rep. 718; Fleitmann v. Welsbach Street Lighting Co. 240 U. S. 27, 28, 60 L. ed. 505, 506, 36 Sup. Ct. Rep. 233; Corey v. Independent Ice Co. 207 Fed. 459; Metcalf v. American School Furniture Co. 122 Fed. 116; Gulf, C. & S. F. R. Co. v. Miami S. S. Co. 30 C. C. A. 142, 52 U. S. App. 732, 86 Fed. 207; Pidcock v. Harrington, 64 Fed. 821; Ames v. American Teleph. & Teleg. Co. 166 Fed. 820; Greer, M. & Co. v. Stoller, 77 Fed. 2; Blindell v. Hagan, 54 Fed. 41; Southern Indiana Exp. Co. v. United States Exp. Co. 88 Fed. 660; Block v. Standard Distilling & Distributing Co. 95 Fed. 979; Boyd v. New York & H. R. Co. 220 Fed. 179; CamorsMcConnell Co. v. McConnell, 140 Fed. 415; Connolly v. Union Sewer Pipe Co. 184 U. S. 547, 46 L. ed. 679, 22 Sup. Ct. Rep. 431; Santa Cruz v. Wykes, 120 C. C. A. 485, 202 Fed. 372; Diamond Match Co. v. Roeber, 106 N. Y. 473, 60 Am. Rep. 464, 13 N. E. 419; Houston & T. C. R. Co. v. Texas, 177 U. S. 97, 44 L. ed. 688, 20 Sup. Ct. Rep. 545; Long v. Georgia P. R. Co. 91 Ala. 519, 24 Am. St. Rep. 931, 8 So. 706; Illinois Trust & Sav. Bank v. Pacific R. Co. 117 Cal. 332, 49 Pac. 197; Planters' Bank v. Union Bank, 16 Wall. 500, 21 L. ed. 481.

The purchase of the Alice properties would not tend to effectuate any illegal purpose to monopolize interstate commerce in copper, as alleged in complainants' bill, and would therefore neither be illegal nor against public policy.

Moore, Interstate Commerce, § 355. Neither the Amalgamated Copper Company nor the Anaconda Copper Mining Company was at the time of the purchase of the Alice properties, nor had they ever been, illegal conbinations in restraint of interstate commerce, and

the Anaconda Company, under the cir- | eumstances disclosed in this case, had the legal right to acquire the Alice properties for the purposes and in the manner in which they were acquired.

assignments as should be necessary to complete the sale, and a deed in form conveying all of the Alice property to the Anaconda Company was executed and delivered by [592] them on May 31, 1910. The consideration, thirty thousand shares of the capital stock of the Anaconda Company, was paid, and the purchaser took possession of the prop

Almost a year later, on April 15, 1911, at a special meeting of the stockholders of the Alice Company, a resolution was adopted, by the vote of more than two thirds of the issued capital stock, in favor of dissolving the corporation, and the board of directors was authorized to take the court action prescribed by the laws of Utah, under which the company was organized, to accomplish such dissolution. Suit for this purpose was instituted in the appropriate state court.

United States v. E. I. DuPont De Nemours & Co. 188 Fed. 127; Taft, Antitrust Act & Supreme Ct. pp. 112, 126; MacGinniss v. Boston & M. Consol. Copper & S. Min. Co. 29 Mont. 428, 75 Pac.erty. 89; Bigelow v. Calumet & H. Min. Co. 155 Fed. 869, 167 Fed. 704, 94 C. C. A. 13, 167 Fed. 721; Standard Oil Co. v. United States, 221 U. S. 1, 66, 55 L. ed. 619, 647. 34 L.R.A. (N.S.) 834, 31 Sup. Ct. Rep. 502, Ann. Cas. 1912D, 734; United States v. American Tobacco Co. 221 U. S. 106, 55 L. ed. 663, 31 Sup. Ct. Rep. 632; Moore, Interstate Commerce, § 337; Swift Co. v. United States, 196 U. S. 396, 49 L. ed. 524, 25 Sup. Ct. Rep. 276; Addyston Pipe & Steel Co. v. United States, 175 U. S. 244, 44 L. ed. 148, 20 Sup. Ct. Rep. 96; United States v. Union P. R. Co. 226 U. S. 82, 57 L. ed. 131, 33 Sup. Ct. Rep. 53; Northern Securities Co. v. United States, 193 U. S. 331, 48 L. ed. 697, 24 Sup. Ct. Rep. 436; United States v. Trans-Missouri Freight Asso. 166 U. S. 334, 41 L. ed. 1025, 17 Sup. Ct. Rep. 540; United States v. E. I. DuPont De Nemours & Co. 188 Fed. 127; 10 Columbia L. Rev. Dec. 1910, p. 687.

Although the findings of fact made by the court be not disturbed, and be held by this court to be justified by the testimony in the case, the decree of the court is nevertheless correct, and should, in all respects, be affirmed.

Mason v. Pewabic Min. Co. 133 U. S. 50, 33 L. ed. 524, 10 Sup. Ct. Rep. 224; 16 Cyc. 478; Wheeler v. Abilene Nat. Bank Bldg. Co. 16 L.R.A. (N.S.) 892, 89 C. C. A. 477, 159 Fed. 391, 14 Ann. Cas. 917; Koehler v. St. Mary's Brewing Co. 228 Pa. 648, 139 Am. St. Rep. 1024, 77 Atl. 1016; Bowditch v. Jackson Co. 76 N. H. 351, L.R.A.1917A, 1174, 82 Atl. 1014, Ann. Cas. 1913A, 366.

Mr. Justice Clarke delivered the opinion of the court:

With formalities, which are not assailed, a special meeting of the stockholders of the Alice Gold & Silver Mining Company, by resolution, ratified a contract in writing, theretofore authorized by the board of directors and executed by the officers of the company, for the sale to the Anaconda Copper Mining Company of all the property, of every kind, of the Alice Company. The officers were authorized and directed to execute such deeds and

On November 6, 1911, five months after the resolution in favor of dissolution was adopted, the bill in this case was filed by minority stockholders, praying for a decree, that the deed of May 31, 1910, be declared void, that it be delivered up and canceled, that the consideration for it be returned to the Anaconda Company, and that all court proceedings to dissolve the Alice Company be stayed pending final decree in the case. The district court approved and confirmed the sale, and its decree was affirmed by the circuit court of appeals. The case is here on appeal.

The appellants claimed in the courts below and argue here that the sale was voidable for four reasons, viz.:

(1) Because the purchase was made in pursuit of the purpose of the Amalgamated Copper Company and the Anaconda Company to monopolize the production of copper in the Butte camp, and to restrain the sale of it in interstate commerce and in the markets of the world, in violation of the Sherman Anti-trust Act;

(2) Because the owners of less than all of the capital stock of the Alice Company could not authorize the sale of all of the property of the corporation over the protest of owners of a minority of the stock;

[593] (3) Because the Alice Company could not lawfully acquire stock in another corporation; and

(4) Because the sale was negotiated by two boards of directors, with a common membership, and for an inadequate consideration.

We shall consider these claims in the order stated.

With respect to the first contention. It is now the settled law that the remedies

The evidence in the case renders it

provided by the Anti-trust Act of July 2, corporations, the union of which in this 1890 [26 Stat. at L. 209, chap. 647, Comp. manner in the Amalgamated and AnaStat. § 8820, 9 Fed. Stat. Anno. 2d ed. conda Companies constituted the alleged p. 644], for enforcing the rights created unlawful combination in restraint of interby it, are exclusive; and therefore, look-state trade or commerce. ing only to that act, a suit, such as we have here, would not now be entertained. probable that the promoters of the AmalD. R. Wilder Mfg. Co. v. Corn Products gamated Company, when it was organized Ref. Co. 236 U. S. 165, 174, 59 L. ed. in 1899, entertained schemes or dreams 520, 525, 35 Sup. Ct. Rep. 398, Ann. of controlling the supply and price of Cas. 1916A, 118; Paine Lumber Co. v. copper in the interstate markets of this Neal, 244 U. S. 459, 471, 61 L. ed. 1256, country and in the markets of the world, 1264, 37 Sup. Ct. Rep. 718; United States and that they did what they could to v. Babcock, 250 U. S. 328, 331, 63 L. ed. make that company rich and powerful. 1011, 1012, 39 Sup. Ct. Rep. 464. But the law has become thus settled since this suit was commenced in 1911, and the lower courts, upon the allegations in the bill, properly assumed jurisdiction and disposed of the case. Busch v. Jones, 184 U. S. 598, 599, 46 L. ed. 707, 708, 22 Sup. Ct. Rep. 511; Clark v. Wooster, 119 U. S. 322, 326, 30 L. ed. 392, 393, 7 Sup. Ct. Rep. 217.

It is, however, argued that § 16 of the Clayton Act (38 Stat. at L. 730, 737, chap. 323, Comp. Stat. §§ 8835a, 88350, 9 Fed. Stat. Anno. 2d ed. pp. 730, 745), passed in 1914, was intended to, and does, modify the prior law, as declared by this court, and, since our decision will result in remanding the cause to the lower court, we shall consider its bearing upon the case. The applicable provision of the Clayton Act is as follows:

"Sec. 16. That any person shall be entitled to sue for and have injunctive relief, in any court of the United States having jurisdiction over the parties, against threatened loss or damage by a violation of the Anti-trust Laws when and under the same conditions and principles as injunctive relief against threatened conduct that will cause loss or damage is granted by courts of equity, under the rules governing such proceedings. . .

The contention of the appellants is that they will suffer irreparable loss by the sale of the Alice properties to the [594] Anaconda Company, and that the sale should therefore be enjoined because that company and the Amalgamated Copper Company constitute a combination in restraint of interstate commerce, within the prohibitions of the Sherman

Anti-trust Act.

But we are dealing with the Anaconda Company as it was in 1911, and with the extent to which its control of production and of prices appears in the record before us.

There is evidence that the total production of copper in the United States and Alaska in 1899 was 581,000,000 pounds, and of the Anaconda Company 1,000,000 pounds (probably an error, 100,000,000 pounds being intended); but the total production of the world at that time is nowhere stated. The production in the United States in 1910, the year before the suit was brought, was 1,086,000,000 pounds, and of this the Butte camp, in which there were several mines other than those of defendants, produced 238,000,000 pounds, or approximately 22 per cent. Here again there is no statement as to the total production of the world for that year.

[595] Whatever the fact may have been, it is obvious that from such evidence as this it is not possible to determine to what, if to any substantial, extent, the defendants restrained or monopolized the production of copper in the United States, much less in the world.

The evidence with respect to price control, although meager, is more definite. The average price of copper in 1899, the year before the Amalgamated Copper Company was organized, was 17.6 per pound; in 1900 it was 16.1; in 1902, 11.6; in 1904, 12.8; in 1907, 20; in 1908, 13; in 1909, 12.98; 1912, 16; and in 1913, the last year for which the price is given,

15 cents.

these fluctuating prices prove monopolistic It is obviously impossible to say that control of the price of copper by the de

fendants.

The Amalgamated Copper Company, organized in 1899, is a holding company, and in 1911, when this case was comNo claim is made that the Anaconda menced, it controlled by capital stock Company restrained or restricted the proownership the Anaconda Company, which, duction of copper, but, so far as there in turn, held the title to the physical is any evidence at all upon the subject, property which had been owned by other it is to the effect that it maintained and

perhaps increased the production in the Butte camp.

Upon the case here made by the evidence it is impossible to conclude that the defendants constituted in 1911 such a combination, within the terms of the Antitrust Act, as would justify the granting of an injunction to the plaintiffs, even under the provisions of § 16 of the Clayton Act, which we have quoted.

The decree of the lower courts as to this first claim must be affirmed.

The second contention is that the owners of less than all of the capital stock of the Alice Company could not authorize the sale of all of the property of the corporation over the protest of owners of a minority of the stock.

rights as well as the minority, and that it should not require the former to remain powerless until the creeping paralysis of inactivity shall have destroyed the investment of both.

The case before us is a typical one for the application of this exception to the general rule. The Alice Company was organized in 1880, under the general incorporation laws of the then territory of Utah, with authority [597] to buy, sell, lease, hold, own, and operate mines, mining claims, etc., with many enumerated incidental powers. It acquired the mining properties in controversy in this case and conducted prosperously the mining chiefly of silver ores, until 1893, when its business ceased to be profitable, and was susIt is, of course, a general rule of law pended. Extensive shafts and underthat, in the absence of special authority ground workings were permitted to fill so to do, the owners of a majority of the with water, and for seventeen years before stock of a corporation have not the power the sale the only business done by the to authorize the directors to sell all of company was leasing the upper workings the property of the company, and [596] of the old mines and limited parts of the thereby abandon the enterprise for surface for shallow workings, to "tribwhich it was organized. But to this utors," who operated in such a small way rule there is an exception, as well es- that, although the expenses of the comtablished as the rule itself; viz.; that pany, chiefly for caretakers, were very when, from any cause, the business of small, its income was less, so that when a corporation, not charged with du- the sale was made an indebtedness of ties to the public, has proved so un- about $35,000 had accumulated. The profitable that there is no reasonable stock of the company was nonassessable, prospect of conducting the business in the it had no resources but the real estate future without loss, or when the corpora- which was sold to the Anaconda Comtion has not, and cannot obtain, the money pany, and the evidence is clear that to necessary to pay its debts and to continue reopen and operate the mines on its propthe business for which it was organized, erty, or to open new mines, would have even though it may not be insolvent in been very expensive and the prospect of the commercial sense, the owners of a profitable operation of them wholly probmajority of the capital stock, in their lematical. Although its properties had a judgment and discretion, exercised in good large speculative value, and therefore the faith, may authorize the sale of all of the company cannot be said to have been inproperty of the company for an adequate solvent, yet it must be accepted as estabconsideration, and distribute among the lished by the evidence that there was no stockholders what remains of the proceeds reasonable prospect of the company being after the payment of its debts, even over able to profitably resume the mining busithe objection of the owners of the minor-ness for which it was incorporated, and ity of such stock. Thomp. Corp. 2d ed. that the only way in which the stock$$ 2424-2429; Noyes, Intercorporate Re-holders could realize anything from their lations, § 111; Cook, Corp. 7th ed. § 670, investment was by sale of its property. p. 217, note.

Under such circumstances as these the sale of all of the property of the company, if authorized, in good faith and for an adequate consideration, by the owners of a majority of the stock, would be a valid sale, which could not be defeated or set aside by the minority stockholders.

The rule that owners of a majority of the stock may not authorize the sale of all of the property of a going and not unprofitable company rests upon the principle that exercise of such power would defeat the implied contract among the stockholders to pursue the purpose for It is next argued that the sale here in which it was chartered. But this principle controversy is void for the reason that the fails of application when a business, un- Alice Company could [598] not lawfulsuccessful from whatever cause, is sus-ly acquire and hold title to the stock in pended without prospect of revival, and the Anaconda Company in which the the law recognizes that under such con- consideration for the sale was paid. ditions the majority stockholders have Here again the general rule is that