Mallinckrodt Chemical Works v. State of Missouri, At the Relation of Seebert Jones

• Decision Date: 01 June 1915
• Docket Number: No. 187,187
• Parties: MALLINCKRODT CHEMICAL WORKS, Plff. in Err., v. STATE OF MISSOURI, AT THE RELATION OF SEEBERT G. JONES, Circuit Attorney of the City of St. Louis
• Court: U.S. Supreme Court

238 U.S. 41

35 S.Ct. 671

59 L.Ed. 1192

MALLINCKRODT CHEMICAL WORKS, Plff. in Err.,

v STATE OF MISSOURI, AT THE RELATION OF SEEBERT G. JONES, Circuit Attorney of the City of St. Louis.

No. 187.

Argued March 10, 1915.

Decided June 1, 1915.

[Syllabus from pages 41-43 intentionally omitted] Messrs. Shepard Barclay, S. Mayner Wallace, and William R. Orthwein for plaintiff in error.

Messrs. Lee B. Ewing, John T. Barker, Attorney General of Missouri, William M. Fitch, and Shrader P. Howell for defendant in error.

[Argument of Counsel from pages 44-47 intentionally omitted] Mr. Justice Pitney delivered the opinion of the court:

This was an action brought by the state of Missouri, at the relation of the circuit attorney of the city of St. Louis, against the Mallinckrodt Chemical Works (a Missouri corporation), to forfeit its charter for failure of its officers to file with the secretary of state in the year 1910 the affidavit prescribed by § 10,322, Missouri Rev. Stat. 1909, setting forth the nonparticipation of defendant in any pool, trust, agreement, combination, etc. The supreme court of the state affirmed a judgment of forfeiture (249 Mo. 702, 156 S. W. 967), and the case is brought here upon the contention that the statute as thus enforced is repugnant to the 14th Amendment of the Constitution of the United States in that it denies to defendant and its managing officers the equal protection of the laws and deprives them of property without due process of law.

There is a motion to dismiss, based upon the ground that the Federal questions here set up were not raised in the trial court, or in the supreme court of the state, with sufficient definiteness to comply with § 237, Judicial Code (act of March 3, 1911, 36 Stat. at L. 1087, 1156, chap. 231, Comp. Stat. 1913, §§ 968, 1214). It appears, however, from the opinion of the supreme court (249 Mo. 704 (8), 733), that the question of equal protection under the 14th Amendment was treated as being sufficiently raised, and was specifically dealt with and ruled against plaintiff in error. This is sufficient to confer jurisdiction upon this court, and the motion to dismiss must be denied. North Carolina R. Co. v. Zachary, 232 U. S. 248, 257, 58 L. ed. 591, 595, 34 Sup. Ct. Rep. 305, Ann. Cas. 1914C, 159.

Section 10,322, Missouri Rev. Stat. 1909 (enacted in this form in 1907, Laws, p. 374), is set forth in full in the margin.¹ It forms part of article 3 of chapter 98, which relates to 'Pools, Trusts, Conspiracies, and Discriminations.' Article 1 of the same chapter contains sections prohibiting combinations in restraint of trade or competition, and the like, under prescribed penalties. But in the present case the supreme court held (249 Mo. 726-729) that article 3 is complete in itself and independent of article 1, and has for its object the discouragement of the formation of pools, etc., and requires a disclosure of existing combinations by the filing of annual affidavits under the penalty of forfeiture of the charter or certificate of incorporation, or of the right or privilege to do business in the state, 'even though the company may never have entered into any such pool, trust, conspiracy, or combination mentioned in the first article.'

It appears that on or about July 1, 1910, the secretary of state, in obedience to the requirements of § 10,322, addressed to the president of plaintiff in error a proper letter of inquiry, requiring an answer under oath, and inclosing the form of affidavit prescribed by that section, and that the corporation wilfully failed and refused to make answer by filing or causing to be filed the affidavit. Proof of these facts was held sufficient to sustain the judgment of forfeiture.

Assuming, without deciding, that all of the grounds upon which the validity of § 10,322 is here attacked were properly saved in the state courts, we will discuss them in their order.

(1) It is insisted that the statute is repugnant to the 'due process' clause, in that it requires an oath of the corporation's officer that the corporation 'has not issued and does not own any trust certificates,' without explaining or defining the term 'trust certificates,' or otherwise indicating the meaning of the requirement, or limiting it to such certificates as are declared unlawful by the statute. It is very plain, however, that the term 'trust certificates' in the prescribed affidavit must be construed in the light of § 10,306, found in article 1 of the same chapter, which declares:

'It shall not be lawful for any corporation to issue or to own trust certificates, or for any corporation, agent, officer or employee, or the directors or stockholders of any corporation, to enter into any combination, contract or agreement with any person or persons, corporation or corporations, or with any stockholder or director thereof, the purpose and effect of which combination, contract or agreement shall be to place the management or control of such combination or combinations, or the manufactured product thereof, in the hands of any trustee or trustees,* with the intent to limit or fix the price or lessen the production and sale of any article of commerce, use or consumption, or to prevent, restrict or diminish the manufacture or output of any such article. (Laws 1907, p. 377.)'

The evident purpose of that part of the affidavit to which the present criticism relates is to require an assurance under the oath of a responsible officer of the corporation that the provisions of § 10,306 have not been violated.

The Century Dictionary gives as a specific definition of the commercial term 'trust' the following: 'An organization for the control of several corporations under one direction by the device of a transfer by the stockholders in each corporation of at least a majority of the stock to a central committee or board of trustees, who issue in return to such stockholders respectively certificates showing in effect that, although they have parted with their stock and the consequent voting power, they are still entitled to dividends or to share in the profits,—the object being to enable the trustees to elect directors in all the corporations, to control and suspend at pleasure the work of any, and thus to economize expenses, regulate production, and defeat competition. In a looser sense the term is applied to any combination of establishments in the same line of business for securing the same ends by holding the individual interests of each subservient to a common authority for the common interests of all.'

We need not adopt this or any other precise definition of the disputed term, for if the legislative meaning be doubtful in this respect there is nothing in the record to show that this is of the least consequence to plaintiff in error. From the undisputed evidence it appears that the refusal to file the affidavit was based upon the general theory that the corporation was not obliged to make any such disclosure as is required by § 10,322, and not upon the ground of any ambiguity respecting the term 'trust certificate.' As has been often pointed out, one who seeks to set aside a state statute as repugnant to the Federal Constitution must show that he is within the class with respect to whom the act is unconstitutional, and that the alleged unconstitutional feature injures him. Plymouth Coal Co. v. Pennsylvania, 232 U. S. 531, 544, 58 L. ed. 713, 719, 34 Sup. Ct. Rep. 359, and cases cited.

And it is to be assumed, in the absence of any construction of the statute by the courts of the state, that those courts will adopt such a construction as will render the enactment consistent with constitutional limitations. Bachtel v. Wilson, 204 U. S. 36, 40, 51 L. ed. 357, 359, 27 Sup. Ct. Rep. 243.

The present case is altogether different from International Harvester Co. v. Kentucky, 234 U. S. 216, 58 L. ed. 1284, 34 Sup. Ct. Rep. 853, and Collins v. Kentucky, 234 U. S. 634, 58 L. ed. 1510, 34 Sup. Ct. Rep. 924, for there the local statutes had already been construed by the highest court of the state, and, as so construed, were held by this court to prescribe no standard of conduct that it was possible to know, and to violate the fundamental principles of...