Express Trusts Under The Common Law 6w5d26

ER THE CO

LA •

••

A Superior and Distinct istration

•

~lode

of

Distinguished from Partnerships • •

Contrasted with Corporations •

•

Two papers submitted to the Tax Commissioner of Massachusetts, under Chapter 55 of the Resolves of 1911, requirin~ a report from him on "VOLUNTARY ASSOCIATIONS"

•

\

Dy. -< ... ,

,

ALFRED n:)biiANDLER~ ESQ. __.. _ __ ... OF TilE BOSTON BAR .

•

•

BOSTON •

LITTLE, BROWN &

Co. •

1912

•

• • '

'

•

•'

•

•

•

' •

•

q-~6&. COP\'RIGIIT,

1912

Ih· ALFRED D. CHANDLER •

• • •

••

.

•

• •

•

'

•

•

•

•

•

•

•

The Riverdale Press, Brookline, Mass., U.S. A • •

•

•

.

'

'

.-. . ........ .

~,

·,:,l:,.,.~~ I

. . ''

'v

..

\\

'

'. ,. / "' .'.

' ... ":' t

, .,.-

-

? . . :' / \ ' \ :\\ ''-.: J:\1

~· o '

·-

.

'

. '

~·

~~,

I

•

\

\

.... _

~....1

IAW\11'\:/

~~-

By chapter 55, Resolves of 1911, the Tax Commissioner of Massachusetts was directed to make an investigation of Voluntary Associations organized or doing business in thnt Commonwealth under a written instrument or declaration of trust, the beneficial interest under which is divided into transferable certificates of participation or shares, with a view to determining the present legal status of such Voluntary Associations and whether or not their prohibition or further control and regulation by that Commonwealth is advisable and in the public interest. The resolve is as follows:•

CHAPTER 55. RESOLVE TO PROVIDE FOR AN INVESTIGATION OF 1'0/.UNT,IRY ASSOCIATIONS ORG.ANIZim OR DOING BUSINESS IN_ TillS COMMONWEALTH UNDER WRITTEN INSTRU• MENTS OR DECLARATIONS ·oF TRUST. 4

•

••

•

RESOLVED, That the tax commissioner is hereby authorized nnd directed to make an investigation of voluntary associations organized or doing business In this Commonwealth under a written Instrument or declaration of trust, the beneficial interest under which is divided Into transferable certificates of participation or shares, with a view to determining the present legal status of such voluntary associations, and whether or not their prohibition or /urtlur control and regulation by the Commonwealth is ndvlsable and in the public Interest. The attorney-generalis hereby directed to give the tax commissioner such assistance as the latter may desire In making this investigation, and said commissioner may If he deems it advisable hold public hearings, after due notice, and 11hall consult with the board of railroad commissioners and the board of gas and electric light commissioners with especial reference to the effect of such voluntary associations upon the supervision and regulation of gas, electric light and street railway companies In this Commonwealth. The tax commissioner shall report the result of his Investigation to the general court on or before the second Satur• day of January, r.lneteen hundred nnd twelve, with such recommendations as he may deem advisable: nnd he shall submit, with his report, drafts of nny bill or bills necessary to carry Into effect any recommendation which he may make. In conducting the above Investigation, the tax comcnls· sloner may employ such assistance and Incur such reasonable expenses, not exceeding twenty-five hundred dollars, as may be approved by the governor and council; and said commissioner shall have power to require the attendance and testimony of witnesses and the production of all books and documents relating to any matter within the scope of the said Invest!· gatlon. Witnesses shall be summoned In the same m11nner and be paid the same fees as are witnesses In the municipal court of the city of Boston. (Approved April 15, 1911.) •

•

-

CITATIONS.

Pa~c

An1es' Cases on Trusts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33 Bank of Topeka v. Eaton. 100 Fed. Rep. 8 . . . . . . . . . . . . . . . . . . . . . . . . 31, 33 Black's Constitutional Law........................ . . . . . . . . . . . . . . . . . . . 10 Broadway Nat. Bank v. Wood, 165 Mass. 312 . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Brown v. Eastern Slate Co., 134 Mass. 590 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Cooley's Constitutional Limitations .................................... 34 Coxv. Hickman, 9 C. 8. N. S. 47; 811. of 1.. Cases 268 . . . . . . . . . . . 28, 29, 30 Eliot v. Freemnn, 220 U. S.l78 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13, 26 Everett v. Drew, 129 !\ta!ls. ISO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28, 31 Farmers' Loan and Trust Co. v. Chica~o, etc., 27 Fed. Rep. 1.46 . . . . . . . . 9 Federal Constitution, Art. IV, Sec. 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Federal Statutes, Annotated, \'Ol. 9, pp. 178-9 ............................ 9 Georae on Pu:-tnershlp . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Gilmore on Pnrtnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Gleason v. McKay, B4 Mass. 419 ...................... 17, 18, 19, 23, 28, 29, 34 Governor Fernald of Maine . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Hamilton's (Alexander) Works . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6, 23 Hewitt v. Phelp11, lOS U. S. 393 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ... . . 33 lluascy v. Arnold, 185 !\lass. 202 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Johnson v. Lewis, 6 Fed. Rep. 27................... . . . . . . . . . . 19, 28, 29 l.ackett v. Rumbaugh, 45 Fed. Rep. 2.\ . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19, 27 Law Quarterly Review, Oct., 1905, p. 365........... . . . . . . . . . . . . . . . . . . 18 Mason v. Pomeroy, 151 Mass. 164; 7 1.. H. A. 771 . . . . . . . . . . 19, 28, 29, 33 Massachusetts Business Corporations, llnll . . . . . . . . . . . . . . . . . . . . . . . . . . 18 1\layo v. Moritz, 151 1\lnss. 481 . . . . . . . . . . . . . . . . . . . . . . . . . . . 19, 28, 29, 31,33 • Miller v. Simpson, 107 Va. 476; 18 L. R. A. lN.S.) 963, note . . . . . . . . . . . . 30 l\linotv. Winthrop,l62l\1nss.ll3 .................................... 34 Norton v. Phelps, S-1 Miss. 467 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Odd Fellows llnll Association v. McAIIIster,IS3Mns!l.liJ2 . . . . . . . . . . . . . . 33 O'Keetlev. Somerville, 1901\lass.IIO ................................ 17 Opinion of the Justices, 1961\lass. 603 . . . . . . . . . . . . . . . . . . . . . . 17, 18, 23,34 Pa~e on Contracts ...... ..... ........................ .......... ... 31 Parsons on Con tracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Parsons on Partnership ........................................ 15, 27, 33 Paul v. Virginia, 8 Wall. 168 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 on Trusts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9, 32 v. Blatchford, 137 Mass. 510 . . . . . . . . . . . . . . . . . . . . . . . . . 20, 28, 29 Ricker v. American Load and Trust Co., 140 1\lnss. 3-16 . . . . . . . . . . . . . . . . 26 Roby v. Smith, 13llnd. 342; 15 L. R. A. 792 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Shirk v. City of Ln Fnyette, 52 Fed. Rep. 857 . . . . . . . . . . . . . . . . . . . . . . . . . 9 Shumaker's Law of Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Simmons, 1\lr. J. Edward (Bunker) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Smith v. Anderson, L. R. 15, Ch. D. 247 . . . . . . . . . . . . . . . . . . . . . . 19, 27, 28 Spotswood v. Morris, 12 Idaho, 360; 6 L. R. A. (N. S.) 665 . . . . . . . . . . . . . . 16 Story's •:quity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Taft v. Wnrd, 106l\lnss. 51'8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Taylor v. Davis, 110 U. S. 330 .................................. 19, 27, 31 Trustees' Hand Book, l.ori.1g ....................... -· . . . . . . . . . . . . . . . . . 32 9, 33 Und•!rhlll on Trusts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wald's Pollock on Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22, 26 Warner v. Beers, 23 Wendell, 103 .............................. 18, 22,23, 32 Welles-Stone Mercantile Co. v. Grover, 7 N.D. 460; 41 L. R. A. 252 .... 27, 28, . 29, 32, 33 Woerner on istrution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 Wilson, The lion. Woodrow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5, 6, 20, 35

E~press

Trusts.

Corporations.

"Voluntary Associations." ---------First Paper, November 20, 1911. The l-Ion. \Voodrow \Vil~on, in hi~ cogent address P.ntitled "The Lawyer and the Community," before the American Bar Association, at Chattanooga, Tenn., August 31, Hl10, transmitted later in pamphlet form, challenged the profession in demanding that the imperso11at feature of corporations should be restricted as the one obstacle that has blocked progress toward effective corporation reform. This question, he says:"Stands In the forelo\round of nil modern economic questions so f:u us the United Stutes Is ::!:erned." . , , "Uberty Is always fltnonal, never a(lgre!1ate; always n thing lnherlnlo\ In Individuals H;ken sinltly, nenr In groups or corpomtlons or communities. The Individual unit of society Is the Individual." . . . "Thut Is why I plend so earnestly for the lndlvlduallzutlon of responsibility within the corporation, for the estubllshment of the principle of law thut n man has no more ri(lht to do n wron~t as n member of n corporation thnn as nn Individual."

•

•

•

?vir. Wilson was promptly advised from Boston that his call upon the profession had been anticipated in Massachusetts by munerous Express Trusts declared in that state, and which exercise the common-law natural right to employ all the mere incidents or acces.;aries used in the management or mobility of property, such as transferable shares, iJund issues, promissory notes etc., but which do not and need not arrogate any essential of a corporation, such as merging natural persons into an impersonal, artificial entity, or suing or being sued under their designated name, and which (with proper provision for reimbursement) place upon Trustees a personal responsibility that corporate laws .· . •

6 arc especially designed to evade, and which evasion, legalized by State Li.:gislatures, both confirms the popularity and causes the condemnation of corporations. Mr. \Vilson was referred to, among others, the example furnished a century ago by Alexander Hamilton, who employed this trust method in usc long before his dayin organizing the l\lcrchants Bank of New York; and he was further reminded that some corporation promoters might discourage this effective personal bulwark; and that States like :L\laine ~md New Jen~ey, that have coined money by marketing corporation charters created on· the impersonal basis, might frown upon this sound, independent, common-law trust method of istration.

l\'lr. \Vilson promptly expressed his sincere appreciation of the information that had called his attention "to a most 41 interesting matter" which he wished l11orc carefully to look into after the distractions of the present campaign arc over."

•

In guarding the State and the business world from the pitfalls of impersonal corporate bodies, both the Bar ancl the Bench should encourage the application to affairs of the clastic, effective, and well-grounded principles of commonlaw Express Trusts. Mr. \Vilson, in his Chattanooga ·address, insisted that although "Corporations must continue to be used as a convenience In the transaction of business, yet they must cease to be used as a covert to wron!l· doers."

And he added: "It is the duty of lawyers, of all lawyers, to assist the makers of law and

the reformers of abuses by make it."

polntln~

out the best and most effective way:to

Express Trusts, which now meet with augmented approval in Massachusetts, and the merits of which the country at large begins to appreciate, put the legal estate

7 '

•

•

'

entirely in one or more, while others have a beneficial interest in and out of the same, but arc neither partners nor agents. This simple, adequate, common-law right, any person or group of persons su.\ juris may exercise, the Trustees issuing certificates of Leneficial interest divided into shares, as well as issuing bonds and other obligations, as freely as they open a bank , have a book, and draw and circulate checks, or make whatever contractual relations arc allowed to persons as ·a· natural right. Express Trusts have been in successful operation in Great Britain and America for generations. They have been and arc applied wisely in both hemispheres to property valued at hundreds of millions of dollars. To affirm at this date that considerations of public policy do not countenance Exprc~s Trusts that utilize conventional business necessaries is to challenge sound economics. Public policy is not always immutable. Neither lawyers nor laymen can ignore experience or the truth. It was ColeridgC: who wrote that "A man who squares his conscience by the law was a common paraphrase or synonyme of a wretch without any conscience at all." If public policy in this instance is to be measured as it should be by a standard of stability rather than of instability, the startling contrast presented later between Express Trusts and Massachusetts corporations ought to modify some notions of public policy. It is the substantiality of the trust principl~, based upon personal responsibility and efficiency, that has so commended it over loose, evasive corporation laws found ·from the Atlantic to the Pacific. ·Well-drawn modern Express Trusts avoid no legal obligation, much less do they e·vade any. If perverted they should of course be restrained. They avoid needless business obstacles; they require no arbitrary fixed capitalization; they can dispense with the deceptive fiction of a par value, a fiction that the: New York State Bar Association is reported to have indorsed "as a tool of many rascals •

8 and the honest servant of no man"; they promote sound istration; they stimulate mercantile intercourse; and they secure a higher standard of efficiency through active Trustees than is generally attained through the usual perfunctory, often irresponsible, dummy, corporate directors who fail to direct, and who when called to in Court are onished that the high criterion of a trusteeship should be their canon of conduct rather than that of a shifty directorate. Trustees under Express Trusts pay taxes on their real and personal property. Trustees have to report fully to their beneficiaries, or be called to in Court by them. Publicity, as with partnerships, is secured to all who arc entitled to it. Public curiosity mere prying, or prurient curiosity is not gratified, and ought not to be. The Trustees arc protected, as they should be, from personal loss, by a provision for exoneration or reimbursement from the estate, except in case of wilfull default or of fraud. The customary provision in the declaration of trust requiring all parties who deal with the Trustees to look to the estate for ultimate security, rather than to the Trustees or to the beneficiaries conforms with a common-law principle long sanctioned. Such a provision is a strong assurance of the merits of the Trust; because if its foundation does not permit of a substantial superstructure, as the basis of credit, the Trust is not likely to be declared or to induce desirable Trustees to accept it. Corporations on the other hand offer a , as it were, for a weak foundation based upon an irresponsible artificiality, and hence go to the wall by the thousands. Express Trusts, under the common law, regulated by equitable principles and practice, furnish some of the highest models for istration. Corporations under State laws invite and are responsible for the greatest business scandals in our history. One who prefers to drink from a pure spring on a common cannot justly be charged

•

9. with e·vading a nearby licensed barroom. often be wisely avoided.

The latter may

As for the equitable laws that regulate trusts and Trustees, they are a well-formed system which .Mr. JusticcStory pronounced as even more symmetrical in the United States than the original system in England. l\'Ir. Perry, one of America's leading authorities upon trusts, attlrms that:"Every kind of valuable property, both rent nnd personul, thut cnn he assigned ut law muy be the subject-matter of a trust." And further:"The person who creates the trust may mould It Into whntever form he pleases." (Perry on Trusts, I, §§67, 287; Underhill on Trusts, p. 57, Anll'r.Ed.)

The Federal Constitution protects Trustee:; as "citizens" throughout continental United States; but corporations, not being "citizens" as that word is used in the Constitu·· tion, do not have the privileges and immunities of citizen~. Corporations cannot enter another State except on the term:; which that State prescribes. But Trustees under a will, or under an express declaration of trust, arc natural persons and arc "citizens" in the fullest sense under the Constitution, and, as natural persons possessed of both state and national citizenship, arc "entitled to all the privileges and immunities of the citizens in the several States."

•

Fed. Con., Art. IV. Sec. 2. Farmers' I.oan & Trust Co. \', Chicago, etc., 27 Fed. Rep. 146, 149. Shirk v. City of/.a Fayette, 52 Fed. Rep. 857. Rohy v. Smith, 131 Ind. 342, 345-6; 15 L. R. A. 792, 71J4-5 • 9 Federal Statutes Annot., pp. 178-9.

Mr. justice Field of the Supreme Court of the U. S., in his opinion in the famous case of Paul v. Virginia, 8 Wallace, 168, 180, wrote:"It has been justly said that no provision In the Constitution has tended so strongly to constitute the citizens of the United Stutes one people as this."

10 The purpose for which this clause was inserted in the Constitution "was to prevent the States from making invidious discrimination against non-residents, and to promote the unification of the American people, by breaking down State lines, in respect to the enjoyment of social and business privileges and the favor and protection of the laws." (Black's Const. Law, p. 292.)

In most cases business men do not need a corporate charter, except for railroads, for the right of eminent domain, for banks, for insurance, and for certain public service functions. In most cases the State gives no adequate equivalent for its charter. It is often a useless incumbrance; and it often stimulates mercantile iniquity. Our corporation laws throughout this country have become such a legalized means of el'ast"on because of the impersonality, the artificial entity which they sanction, that they have elicited caustic criticism from executives, economists, educators, and business men. In conservative Massachusetts over four thousand (4,154) of its State corporate charters, representing many millions of dollars of authorized capital stock, were dissolved by its Legislature in the last five years, an average of over two a day, omitting those otherwise dissolved. This shows that even Massachusetts' conservative corporation laws are a delusive will-o' -the-wisp to thousands of impressionable, misdirected people. This State incorporates about 1,200 or 1,300 companies a year, making for the past five years from about 6,000 to 6,500, and over 4,000 or about 64 per cent were dissolved in that time. A very large number of Massachusetts corporations appear to be mere fugitive organizations, based upon credulity, and to be plucked in transit. This State cannot in justice demand the application of such an istrative system to every enterprise. It cannot properly insist upon a uniform, undiscriminating, and often inferior business method, whether for industrial or

11 taxation purposes, and then as an excuse say that it is not its function ''to in the futile attempt to saYe the foolish from the consequences of their folly." The State's corporation record in a large part on this score is self-incriminating. Here it is condensed, the list covering about ninety-four pages of the State laws:MASSACHUSETTS CORPORATIONS DlSSOLVEl> IN THE LAST FIVE YEARS. Number dl&&olved

Acts of •

1907, 1909, 1910, 1911,

ch. ch. ch. ch.

290, 347, 609, 363,

pp. pp. pp. pp.

226-250 296-324 662-{)84 331-351

•

0

•

•

•

•

•

•

•

•

•

•

•

•

•

•

•

•

•

•

•

•

•

•

•

•

•

•

•

•

•

•

•

•

0

•

•

•

• • • •

•

•

•

•

••

• • • • • • • • •

•

0

•

0

0

•

•

•

•

•

•

•

•

•

•

•

•

•

•

1,164 1,185 932 873 4,154

•

Contrast the above excessive corporate mortality with · the remarkable vitality of Express Trusts as fumished by the lists of real estate trusts in Boston, published by Burroughs & DeBlois,* the first of which appeared in 1899, and contained seventeen such trusts, every one of which arc found today, with many more, on the monthly list which that firm publishes, and which list now represents investments of about one hundred and ten million dollars. \Vc do not know the whole number of real estate and of industrial common-law trusts, as well as partnerships, that make usc of transferable shares, and arc now operating in Massachusetts and elsewhere. But Express Trusts under testamentary and other written instruments affecting interests large and small, as well as partnerships, number many thousands. , Some States openly depend upon the liberality of their corporate charters to pay their expenses and to cancel their debts. Such a course is condemnatory. Sound finance repudiates it. • Real Estate Trust Stocks, 30 Kilb>· Street, Boston.

12 Governor Fernald of Maine, in his address to the Legislature of that State in 1909, while suggesting reform in its corporate laws, stigmatized his State thus:"While it is true that the State is receiving large revenue from this source, it is ulso true that, in a considerable measure, it is the price of prostitution. I take steps to remodel them, along evident lines of reform, hope you thus restoring to Maine her self-respect."

Severer ~trictures than this can be produced from recognized authorities in this country, as to the dishonor of corporate legislation, and as to the iniquities of impersonal and non-moral corporate-body acts that would expose individual trustees under Express Trusts to personal liability. \Vhilc relativeJy the good wrought by corporations has been very great, yet absolutely the volume of mischief they arc responsible for, and continue to invite, has been and is enormous. Nowadays the right to organize a corporation is almost as free as the right to execute a deed of real estate; it has been carried to the utmost irresponsibility; and one may order and may receive, through the medium of charter purveyors, a number of corporate charters representing millions of capital, from any chosen State, almost with the celerity that one may order and receive as many boxes of cigars. Ordinary conveyancing, or constructive legal drafting, are utterly outmatched in such a performance. The proper initial deliberation and after responsibility and attention that are respectively a condition precedent to the forroatbn and conditions subsequent to the acceptance and performance of a meritorious Express Trust, proffer a wholesome corrective to the rash multiplication of the many anemic, moribund corporations that Massachusetts improvidently creates, [eels bound to nurse for a while, and is then compelled to bury by the thousands. Our next State Commission might well be one on Corporation Eugenics. •

13 Long before it was given, the decision of the Supreme Court of the United States last winter in Eliot v. Freemau, 220 U. S. Rep., p. 178, holding that Express Trusts in vogue in Massachusetts and elsewhere arc as free as partnerships from the application of the Federal tax on doing business under a corporate charter, had been anticipated and acted upon accordingly in .Massachusetts. That dcci• sion has a wider significance than may uc realized in the transcontinental scope of its salutary application . •

A few strong, permanent Express Trusts arc worth more to this State and to the United States than the entire 4,000 chartered Massachusetts corporations cast by the wholesale into oblivion in the last five years uy their own pro• gem tor . •

The Massachusetts Lcr~islature ed a resolve (Resolves 'of 1911, Chap. 55) to provide that the Tax Commissioner shall make an "investigation of Voluntary Associations organized or doing business in this Commonwealth under a written instrument or declaration of trust, the beneficial interest under which is divided into transferable certificates of .participation or shares, with a view to determining the present legal status of such Voluntary Associations, and whether or not their prohibition or further control and regulation by the Commonwealth is advisable and in the public interests." The Tax Commissioner was to report on thb on or before January 13, 1912.* •

If such an inquiry is aimed at one or two exceptional organizations affecting certain public service· utilities, the public should be frankly informed thereof. But if its object is to put every personal Express Trust, and every partnership, that makes use of transferable shares, on a level with impersonal corporations, and to prohibit, or even to sub-·

-·--

•Hi~ r~port

is dated january 17, 191:.!, and founrl in House Document No. 1040.

14 ject every such Express Trust, and every such partnership, to an inquisitorial State control, though they are not created by the State, and arc not all clothed with a public interest, then its purpose assumes a scope that requires extreme caution on the part of the Legislature. Put in syllogistic form the prohibition aim of this inquiry involves the following fallacy:-

Some "voluntary associations" have been holding com•

pames.

Some holding companies are said to have clone harm. Therefore public policy demands that hereafter all "voluntary associations" shall be prohibited. The irrationality of the above will be more apparent if the syllogism is paraphrased thus: -

Some lawyers have been Presidents of the United States. Some Presidents are said to have done harm. Therefore public policy demands that hereafter all lawyers shall be prohibited.

•

This inquiry is directed to so-called "Voluntary Associations." Can anyone satisfactorily define, or explain the origin of, or justify the retention of that indefinite expression, "Voluntary Association"? Is its antithesis, an "Involuntary Association," ever used, either colloquially or technically? The difference between creation by sovereign power and creation by private contract is not a sufficient basis for the term. The creation in· both cases rests upon volition. The sovereign docs not force citizens to create; organization is optional under the general corporation laws. The term, however old, has no fixed application . It is not analogous to a voluntary settlement or conveyance which depends upon a meritorious or natural rather than a valuable consideration, upon blood or affection or

• •• •

15 liberality than upon a compensatory or material advantage . The definition of a "Voluntary Association" as given in the Century Dictionary is: . •

•

"A society which is unincorporated, but II not a /)artntrJhip, In that the are not a(tents for one another." •

The word "Voluntary" adds nothing definite to the word "Association." The word "Association" is understood to mean a body of persons united without a charter. "Associations" are sometimes partnerships, and oftentimes not partnerships. "The true test of partnership is the intention of the parties." (Parsons on Part. § 54.) Associations to produce something and divide the product arc not partnerships. (Id. § 61): As to work a gold mine and divide the gold; to make and divide bricks; to fish and divide the fish caught; to manufacture· and divide lumber. (Id. § 61 note, and §§ 445, 446.) Clubs and associations for social or charitable purposes arc not partnerships. (Id. § 60.) Colloquially a "Voluntary Association" may be any group of persons, whether incorporated or not, from the United States Steel Company to a boys' baseball club, or a women's sewing circle, united of their own volition; and one and all will have a right to issue "transferable certificates of participation or shares," without thereby affecting their legal status. The "Ladies' Soldiers' and Sailors' Monument Association" (161 N. Y. 353), or a farmers' association to construct and operate a telephone line (122 N. Y. S. 610), or the "\Vashington Tent No. 1, Independent Order of Rechabites," associated for temperance, sympathy, and decent funeral obsequies (81 N. Y. 507), none of which were held to be partnerships, might any or all have been organized to usc transferable shares, as welt as the New England Gas and Coke Co. and the New England Investment and Security Co. (198 Mass. 413, 425, 430), the

16 latter two representing many millions of dollars of capital, and all of the above may be, as they are, referred to as "Voluntary Associations."* \Ve have corporations, t-stock companies (common law and statutoryt), partnerships, "trusts" (meaning combinations of corporations, a modern perversion or restriction of the term trust); and now that inapposite, sweeping, indefinite designation "Voluntary Association" has become the subject of a legislative inquiry in Massachusetts, which if it results only in helping to drive that expression into disuse, will be beneficial. To attempt through legislation to synonymize or to put on a parity "Voluntary Associations," Partnerships, and Express Trusts created by private contract, and maintain that all three arc like corporations created by the State, and to be regulated like corporations, merely because the common-law right of issuing shares is exercised by any one or all of them, is to invite contention. And to maintain that because some questionable "Voluntary Associations" have overstepped the mark, that, therefore, all Express Trusts, and Partnerships, and "good" "Voluntary Associations," shall, without distinguishing between public utilities and private enterprises, be "prohibited" or "controlled and regulated" by the State, is fallacious and prcj udicial. The confusion and the constitutional conflict such a course might incite recalls the swift disposition the. writer made with the State authoritie~ thirty years ago, in 1881, *The definition given of "Voluntary Association" by the Tax Commissioner in his Report House Document No. 1646, p. 2 is as follows:"The term voluntary association as !lenerally used slllnlftes an association or penona with a combined capital, repre•ented by transferable aharea, for the purpose or carrylna on a common project for llaln."

But this attempt to narrow the term by so restricting its scope is arbitrary. It seek!\ to accentuate the features of transferable shares ami of gain. But there are innumerable so·callcd "Voluntary Associations" without transferable shares, a.nd very many with such shares carried on without trading with third persons for gain. tSce the leading case of Spotsu'Ood \', Morris, 12 Idaho, 360; 6 1.. R. A. (N. S.) 665 (1900).

17

of the Act of 1878, Chap. 275, to tax '\:ompanies, copartnerships and other associations, in which the beneficial interest is held in shares which arc assignable," etc., which Act, not long after, received its judicial quietus as unconstitutional by the decision in Gleason v. 1llcKay, 134 Mass., 419 (1883), reaffirmed and given a new application in 0' Keeffe v. Somen•illc, 190 Mass., 110 (1906), and discussed in the Opinion of the justices in Hl6 Mass., 603 (1908). •

The supposition that transferable shares arc a peculiar prerogative or special privilege or attribute of corporations, and that whoever uses them is to be disciplined as copying an essential of a corporate State charter, ur as availin~ of an important characteristic of corporations, is a mistake. Transferable shares arc not an essential, not c\·en an attribute, not an inseparable or distin~uishin~ mark of any corporation, but a mere incident or ::tlTl'ssary of sonw • corporatiOns. The corporations that represent the largest aggregate of capital, and whose total business now exceeds that of the Nation itself, issue no shares; these arc municipal corporations. So, too, transferability of shares is not • essential to chartered colleges, academics, hospi tats, and · other corporate institutions, founded by public endowment or private beneficence. Nor arc such shares necessary in many scientific and literary societies for mutual benefit or charity, in the funds of which the have a beneficial interest. On the other hand such a right of transfer may be incorporated into partnership articles or into testamentary or other express trusts, and become a fundamental condition of them, without aitering their legal character, or trespason any corporate attribute. Legislatures and even Courts have occasionally fostered the above misconception; and Courts have had to correct themselves thereon. Mistaken ideas as to transferable

18 shares, as well as t::> other mere incidents of corporations, were analyzed and exposed over seventy years ago in New York in the leading case of Wanzer v.Beers, 23 Wendell Reports, pp. 103, 116, 12-li, 145 to 151, 174 to 176 (1840). Transferability of shares is recognized in Massachusetts as a natural right at common law. Gleason v. 1\fc Kay, 134 Mass., 419, 425 (1883). Opinion of the justices, 196 Mass. 603, 627 (1908). It is to be hoped that here in l'vlassachusetts no revival of the above-mentioned mistake will mislead either its Executive, Legislative, or judicial Departments to believe that such an error can be justified either upon economic or upon legal grounds. Our free common-law rights in that respect rest on too broad and sound a footing to be curtailed by an assumption so narrow and mistaken. The acquisition of a formal charter of incorporation only recognizes, but docs not best01.v, these rights. (Sec "The Personality of the Corporation and the State," in 21 La·w Quarterly Review, p. 365; at p. 370, Oct., 1905.) As fo:listing shares ·on Stock Exchanges, those Exchanges have their own rigid rules of acceptance or rejection which form a public safeguard. The returns to the State required of corporations are not because a corporation issues transferable shares, but because the State is to keep information at hand of its own corporate creations, or, as Mr. Hall expresses it:"The present law, ed in 1903, adopts the modern view that the State owes no duty to investors to look after the solvency of corporations, and that Its sole obligation Is to see that creditors and stockholders shall be at all times Informed as to the organization and management of the corporations to which it tivts franchises." (Mags, Business Corp. Hall, p. 3, 2d Ed.)

The present Legislative inquiry under Resolve 55, Acts of 1911, at the hands of the Tax Commissioner of the State, appears to be based on the mistaken ideas (1) that there is a corporate usurpation in all so-called "Voluntary Associations" whose beneficial interest~ arc "divided

•

19 into transferable certificates of participation or shan.'s"; and (2) that because the State feels bcmnd to furnish information as to its impersonal gcm·ra.lly transitorycorporations to which it gh•es franclzist~s. and to regulate those that arc clothed with a public int(.~rcst, therefore it must furnish similar information as to primtc persons to whom it gh.•es no frcmc/zises and which they do not nct>d, and must regulate private interests even whc:·1 not clothed with a public character.

If such regulative or inquisitorial laws arc to be valid they should be uniform (Gleason v. }.fc Kay, 134 i\lass., 419, 425-6), applying to all without discrimination, and should include also all partnerships, for such may issue transferable shares representing millions of dollars. But Constitutionai provisions that prohibit unreasonable intcrfcn•ncc with private rights cannot be ignored. The proper appellation for Declarations of Trust that recognize common-law rights in matters of istration, and that restore the personal equation which State corporations evade, is "Express Trusts," the laws in regard to which arc well established. No such Declaration of Trust should employ that all-inclusive, unfit term "Voluntary Association." Trustees under Express Trusts are 1zot agents, but principals, having the full title and control; and the beneficiaries thereunder arc neither partners nor agents. T.llis is elementary. If some authorities arc wanted thereon the following arc to the point: · •

Ma:~o

v. /Uoril•, 151 Mass. 481, 484. AfaJon v. Porrur~, 151 Mass. 164; 7 L. R. A. 771. Johruon v. uwis, 6 Fed. Rep. 27, 28. Ta:~tor v. Davis, 110 U. S. 330, 334-5; L. Ed. 163, 165. I.acitll v. Rumbaugh, 45 Fed. Rep. 23, 29. Smith\', Andtrson, L. R. 15, Ch. D., 247, 275·6, 284-5.

The abo\'e ruling cases arc readily distinguished from the familiar class that ascribe a partnership character to ccr'

•

20 tain "t-stock companies," "associations," and itted to be "co-partnerships," of which Taft -v. lf'arcl, 106 Mass. 518, and Phillips v. Blatchford, 137 Mass., p. 510, are types. The late i\'lr. J. Edward Simmons, President of the New York Chamber of. Commerce, and for twenty-two years President of the Fourth National Bank in New York, in his address on Oct. 5, 1905, before the Maryland Bankers' Association, on "Honesty is the Best Policy," forcibly emphasized the basic principle involved herein. According to the New York Daily Tribune of Ort. 7, 1905, he "laid his finger on the real trouble when he declared that the most demoralIzing force In business today is the Jivtsliture of /Jtrsonal lwnor and personal responsibilit, allowed by modern methods. The extension of the principle of incorporation has enabled leaders in business to set up two standards of morality, to maintain a Jekyll and Hyde duality, and to do as of an im/Jtrsonol and non-moral corporate body acts which they would shrink from as individuals." • • • "What Is wanted, If we are to preserve !'!~!(! :!tandards of honesty in business dealings, is adherence to the old notion of ;.:rsonal responsibility and personal integrity." "Men (said M~. Simmons), who pose as the salt of the earth and who condemn, without :eserve, those who steal.$50, or forge a check for $100, or accept a bribe, will themselves make millions by lying, by fraud and by bribery. In private ll!.e they are stainless, but in the interests of corporations, of the 'trusts,' of the gas company, of the railroad company, of the insurance company, they will have recourse to every villainy damned In the decaloaue."

The Hon. \Voodrow \Vilson, in his address at Chattanooga, echoed the distinguished New York banker, Mr. Simmons; and it behooves Massachusetts, n0w advancing to restore that pers01iality in istration which is the basis of liberty and of sound finance, not to embarrass that movement which finds an efficient bulwark in Express Trusts but to consider legislation that will implant more vitality at the inception of its impersonal corporate creations, and thus protect these artificial entities from premature oblivion.

Express Trusts. Corporations. "Voluntary Associations."

•

Second Paper, December li, 1911.

The public hearings gh·en under Resolve, Ch. 55, Acts of 1911, have emphasized some common errors:FIRST: That Corporations arc supposed to btstou• numerous prlvl· h:ges. Whereas for the most part they merely rtcognist and adopt certain natural common-law riQhts that are not corporatt prerognth·es or prlvileg~. SECOND: That Corporations present the highest model for or~anlzed capital. Whereas of the three standards of istration offered by (1) Corporations, (2) Partnerships, and (3) Express Trusts, that of Corporations is the lowest, while that of Express Trusts Is the hiQhcst. THIRD: That Express Trusts are Partnerships. Whereas the law of Partnerships is a bntnch of the law of Principal and Agent, while Trustees under an Express Trust are the absolute Principals, but ing to the beneficiaries, who have no powers either as Principals or Agents In actual istration. This distinction is clear and Indisputable. FOURTH: That prohibitive, or repressive, or regulative legislation aa to common-law modes of lnlatratlon can be partial or unequal. Whereas Inequality In that respect creates a Constitutional conflict • •

•

•

'

.

\

•

, •

• •

.

. •

• ••

' '

••

22 •

FIRST. That Corporations are supposed to bestow numerous privileges. Whereas for the most part they merely recogni:u and adopt certain natural common· law ri~hts that are not corporate prerogatives or privileges.

Corporations, as a rule, bestow nothing save the artificial entity that merges natural persons into an artificial being, with the right to sue and to be sued in a corporate name; and as the State creates these fictitious beings, it feels bound to regulate them in some degree. \Vhatevcr else most corporations possess beyond their artificial entity and right of suit in their respective names, arc mere "consequences or incidents of incorporation rather than primary constituents" (\Vald's Pollock on Con., p. 126), such as issuing transferable shares, or limiting liability, or using a seal, or making by-laws, or purchasing lands and chattels, these being merely a recognition and adoption of natural common-law rights that any person or persons sui }uris may exercise without a charter. (See Warner v. Beers, 23 ·wendell, pp. 103, 116, 130, 145 to 151, 174 to 176. \Vald's Pollock on Con., p. 296.) "There are several very useful and beneficial accessory powers or attributes, very often accompanying corporate privileges, especially In moneyed corporations, which, in the existing state of our law, as modified by statutes, are more prominent in the public eye, and perhaps sometimes in the view of our courts and legislatures, than those which are essential to the being of a corporation. Such added powers, however valuable, are merely accessory. They do not in themselves alone confirm a corporate character, and may be enjoyed by unincorporated individuals. Such a power is the transferability of shares. • • • Such, too, is the limited responsibility. . • • So, too, the convenience of holding real estate for the common purposes, exempt fr&nl the /ega/ inconvenience of t tenancy or tenancy in common. Again: There is the COntinuance of the t property for the benefit and preservation of the common fund, indissoluble by the death or legal disability of any partner. Every one of these

attributes or powers, though commonly falling within our notions of a moneyed corporation., is quite unessential to the legality of a corporation, may be found UJhere there is no pretense of a body corporate; nor will they make one if all were combined, without the presence of the essential quality of legal individuality," etc., per Senator Verplanck, in .,farner v. Beers, 23 Wend. 103, 145-6, et. seq.

•

23 The court in that case (pp. 149-155) refers to several trusts, and unincorporated associations, having the right to employ such accessaries, one of the more prominent being that of the Merchants' Bank, in the city of New York, with limited liability, as well as tran4crablc shares, the articles of association for which were drawn bv Alexander Hamilton. (Hamilton's \Vorks, Congressional Eel., VI I. s:~S.) •

"The most peculiar and the strictly essential characteristic of a corporate body, which makes It to be such, and not some other thin~ in lt>gal contemplation, is the mer~otin~,t of the lndh·lduals composin~ot the a11~rc~ate body into o11e distinct, artificial individual txiste11u. Now this Is 11ot found In the associations under the act." (!d. 23 Wend. p. 155.) "By our common ltiW as it would exist now, independently of statutory restrictions, associations mi~ht be formed and trusts created, having every one of the abot•e enumerated chartlcteristics, which have been Insisted on as essential to a corporation, e.-rcept that persorwlity forming its strict a1Jd necessary esstntial le11al definition." (/d. 23 Wend. pp. 152-3. Sec also 174-u.:

•

In the opinion of the Justices of the Suprem(• Judicial Court of i\lassachusetts given to the State Legislature, in 1908, on the taxation of transfers of stock, is the following:"None of these statutes Implies that an excise tax may be laid UJlon a company, association, or partnership en~aged In a simple business, like husbandry, merely because the a~ree amon~ot themselves that their ownership shall be represented by transferable urtificates of shares. Such an arrangement between two or more associates is a simpl<' contract • which they have a right to make, and which gives them no franchise or privilege from the government. Such an arran~tement does not dlstin~otuish them In any

way that the State can recognize and make the foundation of an excise tax. This was expressly decided In Gleason v. Mcliay, 134 Muss. 419." Opin· ion. of the Justicts in 196 Muss. 603, 627.

The above applies to the great generality of corporations. The right of eminent domain given to some public service companies and to municipal corporations, and certain rights as to transportation, banking, insurance, etc., arc special privileges for which multitudes of corporations, partnerships, and express trusts have no need, and give as little cause, therefore, either for prohibition or for special legislative con trot.

•

.

•

24

SECOND. That Corporations present the highest model for organized capital. Whereas of the three standards of istration offered by (1) Corporations, (2) Partnerships, and (3) Express Trusts, that of Corporations Is the lowest, while that of Expres.tt Trusts Is the highest.

The frauds for which abuse of State legislation crcatin~ artificial beings, called corporations, is responsible sur all means of ascertaining. They have become a national scandal. It is the restoration of personal responsibility that statesmen, economists, and the wisest legislators arc now demanding. One of the oldest, and unquestionably the highest and most efficient istrative method known is that through Trustees. ~o higher standards of istrative conduct arc evoked hy Courts than those which trusts require. To attempt now to prohibit Express Trusts, or to bring them to the lc,·cl of corporations or impair their established common-la,,· freedom and utility by unnecessary visitorial exactions, is surh a blunder, that its manifestation must be attributed to an oversight. Not only arc the principals of law and equity well established in their application to Express Trusts, !Jut they have been successfully adopted for ~cncrations quite independently of modern corporations, and in Massachusetts they arc applied to property valued at hundreds of millions of dollars, with increasing approval among as able and conservative business and professional men as arc to be found in New England.

If thc:-e have been efforts by any State Department to discourage the application of these sound principles, and the maintenance of that persouality in affairs which corporations arc designedly organized to suppress, they arc to be rcgre ttcd.

'' ••

•

••

•

••

25

'

•

'

The doctrine of reimbursement to trustecs,-and that of a limited liability between trustees and contracting parties, arc as much in harmony with public policy, and are as fundamental and well established as any doctrines under which fiduciaries perform their duties, and in point of seniority outrank later day limited liability partnership statutes and limited liability corporation statutes, which public policy accepts, ~uch statutes being a recognition of the common law. It may be safe to affirm that' for a single instance of disappointment in the application of these doctrines there could be found thousands of instances where the wisdom of their recognition and employment is manifest. To attempt now by general repressive legislation to interfere with what has been acquiesced in so long, is !'iO well understood, is so useful, and so accordant with public policy, would be an economic error. Our laws in regard to testamentary trusts under wills, and to conveyancing, arc in daily force for the welfare of individuals and of the State; but who would subvert their confirmed principles IJccausc an occasional defective will or deed appears? Such casual slips can be rectified by themselves. The great current of legitimate procedure in the execution of Express Trusts should not be embarrassed because of some l'Uspccted tran!;gression or misapprehended legal right. •

•

26 •

THIRD. That Express Trusts are Partnerships. Whereas the law of Partnerships is a branch of the law of Principal and Agent, while Trustees under an Express Trust are the absolute Principals, but ing to the beneficiaries, who have no powers either as Principals or Agents In actual istration. This distinction Is clear and Indisputable.

t-stock companies, as known in England and in some of the United States,• arc unkno\vn to the laws of Massachusetts. Ricker v. American Loan & Tr11st Co., 140 Mass. 346, 347-8. 1:"/iot v. Freeman, 220 U. S. 178, 187.

Express Trusts, whether created under wills, deeds of settlement, assignments for the benefit of creditors, receiverships, or by special declarations of trust, to manage property or carry on business, are neither corporations nor t-stock companies nor partnerships, but they employ a distinct and tlze highest known metlzod of istrat£on. "Although every trust may be said to Include a contract, it includes so much more, and the purposes for which the machinery of trusts Is employed are of so different a kind, that trusts are distinct in a marked way, not merely from every other species of contract, but from all other contracts as a genus." Wald's Pollock on Contracts, p. 231.

Debts incurred under Express Trusts arc not the debts of the beneficiaries under the trust, but arc the personal debts of the Trustees, who arc not agents, but arc the absolute owners and principals. The Trustees have to , of course, to the beneficiaries; but the beneficiaries have no partnership powers; and a strict Express Trust cannot be held as to its beneficiaries to be a partnership, with partnership powers and liabilities, without creating confusion and a mischievous subversion of established principles. •New York, New Jersey,

Pcnn~}·lvanL"l,

Virginia, Ohio. and Michigan.

27 "The Issue or transfer of a share In a t·stoclt company makes the new shareholder a partner, and a party therefore to all contracts made by the company. In the case of a trust, the certificate holder Is not a partner or a party to any contract of the trustees." Pursons on Purtnershlp, §449 (4th Ed.) "To my mind the distinction between a director and n trustee is nn ssential distinction founded on tM very nature of things. A trustee is a mnn who ~"is the owner of the property, and deals with it as principal, as owner, nnd as master, subject only to un equitable obligation to to some persons to whom he stands in the retntion of trustee, and who arc his cestui qui trust. • • • The office of director is that of a paid servant of the company. A director never enters Into a contract for himself, but he enters into contracts for his principal, that is, for the company of whom he is a director and for whom he is acting. He cannot sue on such con• tracts nor be sued on them unless he exceeds his authority. That seems to me to be tM broad distinction betwttn truslees and dlrtcttJrs." Per James, L.J ., in Smith v. Andtrsofl, L. R. 15, Ch. D. 247, 275-6 . • •

"A trusttt is not an agent. An agent represents and acts for his principal, who may be either a natural or artificial person. A trustee mar be defined generally as a person in whom some estate, interest, or powe·r in or atlecting property is vested for the benefit of another. When an agent contracts In the name of his principal, the principal contracts and Is bound, but the agent is not. When a truster contracts as such unless M is bound no one is bound; for M has no principal. The trust estate cannot prom• lee; the contract is, therefore, the personal undertaking of the trustee ..•• If a trustee, contracting for the benefit of a trust, wants to protect himself from individual liability on the co11tract, he must stipulate that he is not to be personal/, responsible, but that tM otMr part1 is to looll solely to tM trust estate." Per Mr. Justice Woods In . Ta,wlor v. Davis, 110 U. S. 330, 334, 335; 28 L. Ed. 163, 165. J.acktlt v. Rum· bough, 45 Fed. Rep. 23, 29.

--

"There is no analogy between an Instrument which estnblishes an agency and one which creates a trust. Where an ugency exists, the principal may at any moment interfere; and at all times he is, In legal contemplation, in control of the business. Not so when a party has parted with the title to his property, and has created a trust which vests In such trustee the right to manage the business as the proprietor thereof, he being able to the beneficiary, not as his principal, but as a mere cestui que trust, under the of the trust instrument." Per Corliss, Ch.J., In Wel/es.Stone M~rcantile Co. v. Grover, 7 N. D. 460, 474; 41 L. R. A. 252, 257.

The literature upon this subject reveals that inattention, in this important matter, to the distinction in corporate powers between bestowing certain special r·ghts and merely recognizing and employing certain natural common-law rights, has at times tended to a misapprehension, intcnsitied by the

28 added mistake of regarding the relation between Trustee and beneficiary as identical with that between principal and agent. But keeping the proper distinctions in view, the class of Massachusetts cases that have recognized as partnerships certain t-stock companies, certain itted to be associations and itted to be copartnerships (such as Phillips v. Blatchford, 137 Mass. 510), are readily distinguished from strict Express Trusts. That Express Trusts are not necessarily partnerships was unanimously decided by our Supreme Judicial Court, through Mr. Justice Charles Allen, in ".Mayo v. .Moritz, 151 Mass. 481, 484, when he wrote that:"The thtd of trust does not have the effect to matt the scrip.holtlers partners. It does not contemplate the carrying on of a partnership business upon the t of the grantor and the scrip-holders, and In this respect the case Is unlike Gleason v. McKay, 134 Mass. 419, and Phillips v. Blatchford, 137 Mass. 510. The scrip-holders are cestui qui trust, and are entitled to their share of the avails of the property when the same Is sold."

See also:Mason v. Pomeroy, 151 Mass. 164. (Mills In Berkshire County, Massachusetts, managed by trustees.) Everett v. Drew, 129 Mass. 150, 151. Johnson v. /..ewis, 6 Fed. Rep. 27, 28. Smith v. Anthrson, L.• R. 15 Ch. D. 247, 275-6, 284-5 • Cox v. Hickman, 9 C. B. N. S. 47, 98-9; 8 H. of L. Cases, 268, 312. Wells.Stont lllercantile Co. v. Grover, 7 N. D. 460; 41 L. R. A. 252.

In the case of the ".Municipal Trust" of London, with a capital of £350,000, for the purpose of purchasing bonds of municipalities within the United States, and which came before the U. S. Circuit Court, it was held that:•

"The trust was not a corporation or t•stod company or partnenhip, but a trust formed by deed of settlement for the purpose of securing Investments. The Trustees were the legal owners of the trust property, and the business of the trust was managed by them and "the Committee" created by the deed for the benefit of the certificate holders, who were

•

29 stranaers to each other, and who entered Into no contntct between themselves, nor with any trustee on behalf of each other, and wtre not, t!J.r,. /orl, partners.'' Per Caldwell, D.J., •ln Jo/11uon v. uwis tt a/., 6 Fed. Rep. 27, 28.

So when assignments for the benefit of creditors are made, or a receiver is appointed, or the National Bankrupt Act is applied, putting the debtor's property into the exclusive control of assignees or trustees, who may conduct the business (Bankr. Act, 1898, 2 (5); Mass. Rev. Laws, Ch. 163, Sec. 64; Acts of 1910, Ch. 141), the beneficiaries or creditors do not become partners. Nor does a trustee's exercise of the common-law right to issue certificates of beneficial interest alter the legal status of the parties, or borrow any corporate privilege . •

•

A leading case on this is found in Welles-Stone .Mercantile Co. v. Gr01;er, 7 North Dakota, 460; 41 L. R. A. 252, wherein two Massachusettscases (Gleasonv.1\IcKay, 1:34 .i\lass. 419, and Phillips v. Blatchford, 137 Mass. 510) were cited hy the losing party to maintain that beneficiaries under a trust were partners, but the Court through Chief J usticc Corliss, in a strong, comprehensive opinion, determined that the relation created by the instrument of assignment which authorized the operation and management of the business, was that of trustee and beneficiary and not that of jJrincipal and ageut, and hence that the beneficiaries were not parlucrs. The Chief J usticc relied, among many others, upon the Massachusetts cases of .Mayo \', ·.Moritz, 151 Mass. 481, and 1\t!ason v. Pomeroy, 151 Mass. 164. Strong reliance was also placed by the Court on the leading English case of Cox v. Hickman, 9 C. B. N. S. 47; 8 H. of L. Cases, 268; where after various appeals the law lords (Lord Chancellor Campbell and Lords Brougham, Cranworth, \Vensleydale, and Chelmsford) were unanimous that no partnership arose in the case of property placed in the hands of Trustees to manage for beneficiaries.

30 \Vhile the law as to Trustees and bencflciarics is not a branch of the law of principal and agent, yet just the reverse is the case as to partnerships, for "The Jaw as to Partntrslllps is undoubtedly a branch of the law of principal ond agent; and it wou!d tend to simplify and make more easy of solution the questions which arise on this subject, if this true principle were more constantly kept in view. Mr. Justice Story lays it down in \:he 1st section of his work on Partnership. He says, 'eotry partner is on agent of the partnership; and his rights, powers, duties, and obligations are In many respects governed by the same rules and principles as those of an agent. A partner, Indeed, virtually embraces the character both of principal and agent, • Ptr Lord Wensleydale, In Co:r v. 1/idman, 9 C. B. N. S. 47, 98-9; 8 II. of L. Cases, 268, 312.

This case In now generally adopted In the United States. George on Partnership, 37, 43. "True partnership results from the intention of the parties." Gilmore on Partn., p. 10 {1911). "The rule which made the sharing of profits a test of partnerships rather than a test of Intention to form a partnership was overthrown In England, and was never generally accepted In the United States." Gilmore on Partn., p. 19. "A true partnership Is always formed b, oirt111 of a contract between all the parties, and n1o1r II! op,ration of lofD." Shumaker's Law of Partn., p. 4. "Under the modern doctrine of partnership, persons are not liable to third persons as partners, although they share profits, unless (a) They are really partners inter st or {b) Have held themselves out as partners under such circumstances as to estop them from denying it." Shumaker's Law of Partn., p. 16. "The intention of the parties, as gathered from a construction of the contxact they have made, Is the real test of the existence of a partnership." Shumaker's Law of Partn., p. 21.

See also the elaborate foot note to 1lft'ller v. Simpson., 107 Va. 476, in 18 L. R. A. (N. S.) 963 to 1106, and especially article XIII therein, on "The ing of the old and advent of the new test of partnership," p. 1066 et seq.,· also article XIV therein on "The agency test," p. 1072; and article XXVI, the "Conclusion," p. 1105. Partners, therefore, are both principals and agents, as manifested by the intention of the parties under their contract. Beneficiaries under strict Express Trusts cannot be •

31 partners, because they can be neither principals nor agents, the Trustees being the absolute priucij)(l/s, but hound to to the beneficiaries as cestui que truslt·ut. Evtrtlt v. Dmv, 129 Mass. 150, 151. Mayo v. Morit:r, 151 l\lass. 481, 484.

That individuals, or t~xccutors and :-;, or assignees and receivers, or partners under articles of copartnership or under statutes as to limited partnerships, and a • fortiori trustees under a will or undt•r a dl•cd of settlement or under an express trust, may lawfully limit their liabilitv, accords with cstablisht•d doctritws of rcstric• tion by agreement or of stipulations limiting liability. Taylor v. Davis, 110 U. S. 330, 334-5, :ZS L. Ed. 163, 165. Am. & Eng. Entyc. I.aws 22, pp. 142, 173.

Executors and s "are regarded in almo:;t every respect, in courts of equity, as lruslces" (\Voerner on istration, pp. 10, 798, 1117); their title, however, in the estate of the deceased is in autre droit merely (hl. p. 386; 207 .Mass. 6, 10); but the title held by Trustees under an Express Trust is absolute in the Trustees.

It is incorrect to sav• that because stockholders in corporations arc accorded certain exemptions from liability, that therefore trustees, partners, and others who employ the common-law right of limiting liability, arc imitating corporations, or arrogating some of their privileges, for it is the corporations that arc allowed to imitate or to recognize and employ just what individuals and trustees and partners have a natural common-law. right to do, and have been doing for an indefinite period, without borrowing any later day corporate incident. In substantiation of the right of Trustees to limit their liability by contract under the common law, the following authorities arc conclusive:-

32 "A trustee cun be held personally for materlul ordered by hlrn for the trust estate, and on contrncts mude by him In Its behalf, un/tss thtrt 61 a sfJtcial atrttmtnt to look only to tht trust."

I.

"By

Perry on Trusts, § 437u und cuses.

usln~

upproprlute expressions the trustee can exempt himself ulto· ~ether from personal liability or limit his liability to tht tJdtnt of tht trust." Trustees' llundbook, I.orln~, pp. 28, 77, 78, und cases. (3d t-:d. 1907 .) "The le,tal estate Is In the trustee, und the equitable estate Is In the ustui qur trust; but us the tru!ltce holds tht tstatt, althou~th only with the power and for the \lUrpose of managin~t It, he Is bound personally by the contracts he makes us trustee, althouAh desl~nutlnA himself as such; and nothing will discharge him but an upresr pror•ision, showint rltar(y that both par/its atrttd lo act upon the rtsflonsibi/ity of tht funds alont, or of somt othtr responsi· hility, rxclusir•t of that of the truster."

1. Pursons on Contracts, p. 122. (Nth Ed.) II. Pa~e on Contrncts, § 1)90, und nmny cuses. "Tht· rl)lht of muklnll u contruct, whereby those who tender It stlpulute not to be bound beyond the •1mount of some specific pll•dged fund, must bt a natural ritht trorr•int out of tht t•try naturt of co11tracts." Ptr Verplanck, Scm\· tor, In Warntr \', Rttrs, 23 Wendell, 10.\, 151. "In dealing with the business world, :1 trustee cnnnot escape personal lin· billty unltss ht larr•/ully rrstricts his liabilit.r in thrrontrart ilstlf." • • . Of courst, tht partits may atrte that tht trusttt shull not be held Ptrsonally on tht contract, but tha! only the trust estate itsrlf shall bt rharttablt with tht dtbt. In such a cast .•• tht trruttt is not bound, but the fund is." l'tr ('.or !Iss, Ch.J ., In ll'tlls·Stont .Utrcantilt Co. \'. firot•tr, 7 ~. 1>. 4fl0, 46;\, 464; 41 I.. R. A. 252, 253, 254. lltmk of Toprka v. /:'atoll, 100 Fed. Rep. N (C. C.-Mu!ls.-1900.) •

•

Chid justic(' Knowlton in his op11110n A mole/, 1~5 :\lass. 202, 20·l. s;m.;: -•

•

111

llussc\'• \'.

"Whether the trustees In this cuse, In denllnlo\ with the petitioner, pror•idtd attlinst personal liability in accordunu with tlrt dirution in tht atrtemtnt, as they mit!rt Jo (see Shoe & l.tathtr Nat. Ilk. v. Diz, 12.l Muss. 148), does not uppl•ur." • . . "If the trustees contrncted In the usuul way without rt/trrin.~ to an_1·thint u•hich woultllimil tht liubilit_v rtsultint /rom an ordinary contract, they ure

personally Jlnble," etc.

Latl'r in this opinion the Chid justin•, however, intt•rjects a dictum as to "conslderutlons of public pollcy In nn uuempt of this kind to do business fL'ithnut a lt!lal liability of allyboJy fur debts incurred by the trustees."

But the Chid Justicc appears to disparage ( 1) his previous recognition of the l·ommon-law right to limit liability to the fund or property; (2) the declaratory incorporation

33 of that common-law principle in limited partnership and in corporation acts; and (3) the eYeryday SUlTCssful istration entirely in accord with public policy, under this trustee system, and under common-law rights, of property Yalucd at hundreds of millions of dollars. :\lso (4) the Ch:cf Justice's reference to the trustees, ''As agot/s and trustees" (p. 204), appears to overlook the doctrine that trustees arc not agents, but principals; and (5) he appears to slight the equitable relief attainable against the cs/a/c held by the trustees, and the settled doct rinc of l'quitahle l'Xecution upon the trustees' right of exoneration, as determined in the case of 1\fason \', Pomeroy, 151 ~lass. Hi4, 107, recognized also in .Mayo \', Morit:,, 151 Mass. 481, 484-fi, in Odd Fellmvs Jla/1 Assorialion , .. Mc..tl/isla, J5a l\Jass. 292, 297, and in Browht'll\' Nat. 131~. \', Wood, 105 • l\lass. :312, :~w Sec also:lltwiti \', l'ht'lfls, 105 U. S. 39.J, 400; 26 1.. Ed. 1072. Story's Eq. II. § 1J711 n. (c) und cnses. Wrlls·.'itone Mtrrantilt Co. ,., arot•tr, 7 N. 1>. 460: 41 1.. It. /\, 2!2,

und cuses cited. Brown\', /:'asttrn Slatt Co., 134 1\luss. 51JO. Norton \', l'htlfls, ~H Miss. 467, S. G. Ames' Gases on Tru!lts, 420

(2d Ed.), und casl'N cited. "Uublllty of Tru11t Estates for Gontructs Made for Their·. Benefit." 15 Am. l.aw Htt•. 449-462. "Undisclosed Prlncipul." By James Barr Ames, In l'alt J.aw Journal, l\luy, 1909, pp. 450, 451. Banlt of 1optlta v. Eaton, 100 Fed. Rep. 8 (C.C.-:\Iuss.-1900). Pursons on Partnership, § 447, nnd cl\ses (4th 1-:d.). Underhill on Trust!! & Trustees, §§ 347, 348 (lJth 1-:n~. Ed.).

'

•

'

.

'

"

'

•

'

'

'

•

34

FOURTH. That prohibitive or repressive or regulative legislation as to commonlaw modes of istration can be partial or unequal. Whereas inequality in that respect creates a Constitutional conftict.

Prohibitive, repressive, or regulating laws should be uniform; and if any attempt is made to select Trustees who issue transferable certificates under Express Trusts and to omit Trustees who do not issue such certificates, or to select partners who issue tr;tnsferablc shares and to omit partners who U'J not issue such shares, or to select Trustees and to omit partners, the Constitutional point of inequality is likely to arise, as in Gleason v. :McKay, 134 Mass. 419, 425-6, which case set aside as unconstitutional the Act of 1878, Chap. 275, to tax "companies, copartnerships, and other associations, in which the beneficial interest is held in shares, which arc assignable," etc.; for as Chief Justice Field said, in 1llinot v. lVinthrop, 162 Mass. 113, 122, and quoted with approval by Chief Justice Knowlton and others in the opinion of the Justices in 196 :\lass. 603, 628:"As the tax considered in Gleason v. McA'ay was not upon a business or employment, and 11s there was no francl1111e -.: privlle~e conferred by the LeJtislature, the distinction bttwttn partnerships ;;oi1'h !rans/trablt sharts and those without rtndtrtd tht tax unequal and 11nreasonablt, bt :aust it was a discrimination founded upon an immaterial fact." '

"Every one has a right to demand that he be ~overned by general rules, and a special stntute which, without his consent, singles his cnse out ns one to be regulated by a diflerent law from that which ls applied In all similar cases, would not be ll'tUtimate l~lslation, and would be such an arbitrary mandate as is not within the province of free ~overnments." , , , "Equality of rights, privileges, and capacities unquestionably should be the aim of the law." . • . "The State, it is to be presumed, has no fnvor11 to bestow, and designs to Inflict no arbitrary deprivation of rights." (Cooley's Const. Limitations, pp. 559, 562, 563, 7th Ed.) '

35

•

The stampede to organize under corporation laws, and thus try in many cases to obtain something for nothing, by evading personal responsibility, has been perwrtcd into a national disgrace, as the Hon. \Voodrow Wibon so forceably presented to the legal profession in his addn·ss at Chattanooga in 1910. It is the duty of that profession and of the Legislature, if any lcgh;lation is really necessary upon this srorc, rather to confirm the common-law natural right of all persons sul }uris to manage affairs, whether as individuals, or as partners, or as assignees, or trustees under Express Trusts, as the): now ,jo, than to encourage thl~ usc of e\·asivc eorporatc charters. In tlw great majority of cases istration through Express Trusts is superior to that of any other met hod.

Mortality in i\lassachust·t ts for human beings has averaged during the past liYc yrnrs about sixteen ( W) per cent for every 1,000 persons. i\lortality for corporate bciugs with l\Iassachusetts' imprimatur has awragcd for the same period about sixty-four ((H) per cent. Express Trusts arc constitution ally far more healthy. Corporate impersonality in istration invites both fraud and disaster. Tntst jJcrsouality is the strongest safeguard against them.

'

'

.

.. •

•

.

. .

' '

.

•

'

.

•

' . •

•

.

•

•

• •

• •

•

•

•

•

•

• • •

' .• •

•

•

•

•

•

•

'

''

'•

• "

"EYPRESS TRUSTS UNDER•• THE COMMON LA\V."

By Alfred o:

..... •'•' ..... '

.. 1

Chandler, Esq., ~

,

.......

' . ',

..,,

I

, /

'

-~~

I

'i

SUPPLEMENT. June 15, 1912. .

()

-

--··-

-...

-- -

The Legislature of .Massachusetts during its session of 101 2 has acted upon the Report of the State Tax Commissioner, made under Chapter ilf'i, of the Resolves of 1911, requiring him to itn-estigatc and report upon "Voluntary Associations,'' with a view to their prohibition or furthtr cuntrol and regulation, and two new laws have resulted, neither of which prohibit Express Tntsts or "Voluntary . . ' ' ."\ ssoctattons. One law (Chap. ;)!H), Acts of 101~) authorizes corporations to he formed in Massachusetts to acquire, manage and sell real estate, for a term not to exceed fifty years. The other law (Chap. 1t:-3, of the Resolves of ln12) provirks for a Commission to investigate the Holdings of ''Voluntary Associations" and Certain Corporations and ' the Consolidation of Companies controlled by them, such Investigation being specifically directed to certain public utility Companies. The Commission is to be composed of the Attorney • General, the Board of Railroad Commissioners, the Board of Gas and .Electric Light Commission, two of the Senate, and f'\illr of the House of Representatives, and it is to report to the next General Court not later than January 5th, HH:J. Otherwise Express Trusts whether for the istration of real estate or for industrial or commercial uses are not affected.

c. ,•

'

!•

.' •

' .• •

···.. ' ' ' . ·- . .

t

- .' ' '

'

~

f ·"

•••

C/1 ;·) :·e

CONTINUED DISSOLUTION OF MASSACHUSETTS CORPORATIONS.

On pages 10 and It of "Express Trusts under the Common Law" the excessive mortality in conservative Massachusetts of its State corporate charters is presented, showing that in !i\'e years prior to !!II~ Massachusetts corporations to the number of 4,154 were clissoh·ed, or about 64 per cent. of the whole number created in that period. The Massachusetts Legislature of 1!11:.? has continued this elimination by dissolving 929 more of that State's corporate creations, a copv of the Act being here printed in full as inmressi\·e prouf of the illusiun ancl instabjl ity of impersonal corporate bodies e\·en in a consen·ative State. What the death rate of corporations is in other States is not known. but the Boston News Bureau for Dec. ·1. t Ott. anirmed tl1:1t :.. In California about 4000 corporations \\ i!l dissolve on No\'. :m. bL·causc of thdr failure to pay the requirl·d lict•nse tax: and in Missouri about 4000 morL' are linble to dbsolution lx'Causc of their h1ilure to lilt• till' annual ;mti·tru~t ::.tatL'Illl'llt IWJuirl·d by the · State law. The corporate form of OWill'rship i~ much lt•ss prL'\'alent there (\\'est and South): and i11 consequence, dept.•ndl'llCL' upon corpora t icJIJOi is lc>:;~ gL'IIL'nl I, and toleration of their methods is kss in evidenc~'."

LAWS OF MASSACHUSETTS, CHAPTER 313, ACTS OF 1912. •

"A;o.; ACT to Dissolve Certain Corporations. lJe it cnactctJ, etc., ns follow~: Section 1. Suo:h of the fnllowinH:~namcd cor~ porations as arc not. alread}• lc~-:nllr dissolved arc hereby dissolvt.·d, suhjt·ct to the pro\·isinns of sec· tions firty-two ami firt>·-thn-c r,f chapter four hunclrrd unc..l thirty-seven of thl• acts of the }'~ar nineteen humlr{'ti and three:-· A. E. Ellis Building Co. A. II. Rice Lumber Companr A. j, Legt:·Bakcr Company, The A. L. Whittemore Company

American Biscuit CotnJ)tlfl'i

American Builders l~inish L'n. American Canatlian Puhlishin~: Comp:u1~· AntL•ricnn Can\'iL'"i Crr.t<.Hls (\.l111JUtO)-" AmL·rican Citizen Co. .;\nu:rkan Co·Opt:rative

land, The

of

~cw

En.,: ..

Amrrican Fihrc l\lachinl" Cnmpanr Amt•rican Fruit antl Products Co.

American l~tJott .. \Vitl Co. American Jtanflle Ctmtpan~· Arnt·ri<·an IIL·cl Compan;• American Industrial Corporation Auwrican Iron Cnmpan~·

American Knotin Puttr Corpor~'tion :\nwrican Xaticmal I"ilm Company An1l'rican Rapi
A. Lowenstein rmd Sons (lnc.~orpnrah.•tl) A. !\1. Abels, Inc. A. l\1. Thomas Companr

A. S. Aile>· Coml.:my Abbott-Detroit .. Jm;ton Compan}' Abram l"rcnch Company Ackotist Playt•r Piano Companr Acme Wrt Wash Compan)' Arlams Tmst Companr Ada1nson Publishing Company Adco, Inc .. The Aeroplane Company of America :\~nwam Tclc\,hont~ Cotnpany Albcrln Ccr..a Companr

As~ociation

:\mln.•w ~t. c'usack Cornpanr o\ n;:k·r ('om pan!-·. The Amll'x Chcar !itorc Co.

.Antia

Alden and Tnrbox, Inc:orporatcrl Alhambra ~1inin~~ Company Alhm.(;uihl Amu~cmcnt l'ompan~· (ne.

Ashland Portahlt! Compan~· t\s~ol'iatl'd Rl'tail llt•al('rs' Company

Atlantic Cna...;t Port•st Compnn}"

All•·n-Ramlall Company Alon;: The Coast l'ublishinll Co. Alstead ~lica Companr Alton Chemical Companr Amalgam !\lining nntl MillinK ('onrpan)', The Amt·rican Automobile Compnn1·

" I

''

l'ompany

At,p:ucl Rctailt•r Compan;• :\n·adc Drug l'nmp:uw of ~cw Bt•dfnrd, 1'hl· :\rm~tnmg Lmnllt~r Company, Tht.• A'hhurnham ~!ills Ashburnham H.t·st·rvoir ('omt,anr

•

.,

lJrinkin•~ l~nuntain

'

-

Pn·~t·rvc

and lmpro,·crnt:nt

Atlantk Confcctinnerr Co. Atlantic Investing l'nmpanr :\tla~ <"nnt·n·h~ C:m"tructi'm <"otlltJany Atla~;

. .' .'

.-.

..,,,,.~

'

.. r: ::...

Cnn!O.truction Cmnpnll!o"

•

•

.,

'' Atl~s ~lnnu(:ll'turin~ \ 'omp:m~· ~litdwll

Atwood

Company, The

Auerbach uml Co .. lnL', Au~tin

C'omtmny, The

En~o:inccrinK nncl Construction rmUJ.Mr\)' Auto liood~ C'ompan~· Autn Supph· Cn·
.Att'itin

Avon I..mnhcr ('nmpan~· ,\\·un Wuolt•n ~hils Cvmpan)'

Azc,n•an

('c)JHJiaHY

B. ( ~. lTnrlt•f\\'Ood ( 'o,, Inc. II. M. l.owll l'~>mpanr B. ~pinola & f'ompany, InL'. llarhc-llnmlin ~lotno l'ompan~· Back lln)' Tht·atrc Cooupan)' U:tl'Otl Brn:o;., lnL',

lhuh:t.·r

Mrmufacturin~

Cc.mpan}·, The lln~lt·y Construction Co. llall and Uootlrieh Com[''II'Y

Company, Tlw

llt·acon l'ouwlry Co. Bcm·on ln\'t-sttncnt ancl Suppl)' ( 'ntnpanv. Tlw llt•tlfortl ~Ianuiac:turing l'ompany, The Ut.•njamin J lnbart Ccctnr,any, Tht· Benoit Tramunittim: PuWt.T ( 'n,, Tht• UC"rkshirc Crt·~uncry Co-opt.•rati \'l' o\:'..;odat i11n Bcrkshin• I (o!'>it.•ry Cmnpany ll~st llakin1: Comr>anr Ucstt)skin~~ Pm·king and Rupply Comp.un• lJJac k -cm-\ \•h i tc RrcHIU~·t ion l'uru p:a n v Blackmer g:<prcss Company lllackstonc ValiL•y Lumber Cnmpanr ~lotor

Bloml~Ht•t•t:c

Curnp:lll}'

l.t•atht.·r Con1\1any, The Bon Ton Cloak an•l Suit ~ anuf.\cturin~ Co. Uoston Amu!'it'111L'nt Company. Inc. BosttHl aml Han·rhill Uespatch (~om pan;·, The Hr•ston & ~c\\' York llotcl & l{cstaurant Co. Roston Bargain JlouSL', Inc. BtJstun Brukt•fiiJ!l' (~tJtllJliltl}'

Boston CarjH.'t Con1pany Bo~ton ( 'oa Tran.;fcr ( 'o, Boston Coin ~luchinc Con1pan~· Boston ('old !-\tur,lg-c C'ompan,· Boston ('(l)lapsii,Ic Couch Ctm1pan,· Boston IJ~oltal Mf~:. Co. Boston l'ish 'l'cnninal Inc. Bur.:.ton rias En~dnt• Ct,mpan}' Bostllll

l.. it'('flSCd Autmnobilc lkah·n;

Boston ~l"'''ialty Co .

llo!\ton Tclt•f.traph lnNtituh~. Inc. Boston ToJ.mlt.• Compan}' Boston Toni l'ompan~· lloyrc ao11l llatlieltl lintel Companr Boynlt.lt\ 1\uto 1-::qtrt.•ss Cu. llrirh(c ComtiOlll)', The BritiHc Strt•ct llru~: Companr llridKcs Stwdalty Company IJrith:cwatrr Hlr•etrie (:c1mpan}', Til\' Uri.,.tol Countr F'urnitun.• L'omp;m~· 14roarlwar l11\"t''il111t.'nt (~omt'

Cnm111111)' llrtol'kton Rubber llccl Company llroo:kton Trap·Rot·k Comp:ul)'

Sales l'umprm;·

IJrosnihan \\'n•nth ( 'ompan}·. Tht• Brown Folclin1: Umhrdla Cumpan}'

Bankers' Loo111 Company · 11arl,t•r l\tachincry ('c•rnpanr Barllt'r\'il1c Spring \\"att•r Cnmpany Bartow Mnnufacturinlo{ Compan~· Hanws Cmnpanv, Tht.• Barrt:ll Pncurnatlr Tin• Prott"l·~or ('urnp.lnY Barton Gt.•on!t.'s Cr('t•k Coal Compan\' Basilt• Automobile Company Batt!S & T~·nd;11l I ncnrpnratt•tl Bay State Cnrnil'(• & Skr1h:ht \rutl..:s Bay ~tntt~ DL·uta1 l.abnrat11ry Cnmpany Bay ~tate I>n·dging C'ompall\' Bar Statr Pishin•: Company 10r)!.Uli7.t't1 .furw .'i l\111.">.) lla}' Stat~ llauu• l'ompall}' Ba}' Stntc Lc~athcr Compan}' Uny State !-\uppt~· Company Bay State \~itlc}'ard {'nmpany Bay State \\'hip Compau)'

BlakC'

~ rJt inn

Bromo~-:raph

Banker ancl Tr:ult.•:om:m ln·~•~. 1nc., Tlw Bankers' Invcstnu·nt Cnmp;~n\'

Bcu~un Dru~

II om•(•, In~. Boston Parlor Pramt• Company Boston ~..·hoot <'ou1prm~· Boston S1lk Pt.·ttic,,at Cmnpan)' Boston

r\"<;(ld,\lll.ltl.

I ncor lJCJra t t·cl IJns\on Motor Truck A'isndation, lucorpnratt·rl Boston l\:l't aml ~tustin ('urtain l.'n11lf1HI1Y

Brown !-\trl1.'kin~ {'ornpany Burton El<•t:tric l'loth Trmting Co. lh1"hwar Jet' Cn•am Compan}' (Or!-!allilct.l Nov. l!ll~'i)

an,

Butler ~lntor Tru,·k ('ompnnr of :'\cw Hn~tl
n.

Cambrid~ow

lll'partnwnt Sture Cornp:w~· Cape Ann :\c.•ws Company Cape l'nc\ Or~ncr Cornpanr. Tht.t Cart•)' Shoe Compan~· CurilJltean l~rnit Cnmpan~· Carl Ht·abl·r~o: Cnrnp:m~· Carlton llotcl Comp:m~· Carsnn Rl'iclr (~rltnJJanr Ca:;tlc Squart• l>ru~: ( 'omp:my C:t'itlc SfJIH&rt.•liara~~l', Inc. Caxtcm l 1rintt•rs. Lirnitccl, Tlw Cl•utral Clwmit:at c~ornpu.nr 4

<'l'ntral Dnt..: Company

~lnntttnl'ntal \\·orko; Charlt~o; A. ~lao;tc~r~ CmuJJanr ('harlt:!~ Aml(•tSfnl Company

(\•ntury

Charlm; P. nning ('otnJM.ny \ 'harl<•s II. IJh·oll Company, Tho, Ch:ts. S. ('hat11(1rH!).'. lncorpnratc'l ('h:ult·" \V. ~mith c'nmpnnr Cha-.t~ & Bakt•r Cornpan~: f 'lwlst•a o\mwwmt•nt Cornpany Clwl.:;t.'a Corda~'! Compan}•

Clll'hwa

(~a~ Lh:ht Company Sprin~e ~lanufarturing Company f,)u:orrr l'rolliJI.lll)', The UrttH and Chemical Comp~,,r, Tlw

l'lll'l
(',,haS'il'l gh•l'tric

(~t1111pany

('ollins l'hannaq·. Inc. Cnll\'t'r Tours Company, Tht•

•

:olunin.l enrage, Inc. Colonial Lt..•athcr Goods Compan)' Colonial l'rintin~; nnd Pulolbhin~: Comvany Colonial ~ih·cr ~lon·s Cornj•auy Colrain EIL·ctric Light \~ ,O\\'t•r Compan}•, The Cnlumbia lnh·r·Stntc E'JII'c~s CompanY t 'oltunbia l\lndlint• ancl \\'ooll Screw Co1nJ•a,1}' Cotn!1ination Hnn·lo{'l' Cumpm\}' Cotnmcrdal ~tutor 'l·hidt• Association c • Dostun c~ommt•rcial OX}'gcn ContJiiUl\" The Commercial Pwnt•cr ln~titudun (lncortJ.) Comnwnwcalth Cun~tructiun an,l Supltl}' t"r.•mvan}' Commonwealth ?\lining l'nmpany t'omplctc l'umLustiun l'tihti~• (('orv.l t"omt•rc~sccl Air House t:lt·tulinw. Cofl1/'any Conant, \\"hitin.: and ('ompanr ( 11\.'orporatrd) Concord l'ulolishing ( 'ompany, The l~on~ord School L'rnnpnny Conft·ctioncrs' l\lachitu:rr and Man\lfarturint-: Comvany Conlon Cub ami Taxi·Cah Co. t

I

t ·on ncr)! Tr:msportntion t'nmt,•m~·

('onsolidatl'tl Rubher Tire l'o. u£ !lostun ('onsolidatt-d ~c.·curitks Company l'unsunwrs Co-OJil'rat i\'c l'un·ha~inJ.: CumpaiiY Consunwrs Ell·ctric ( 'umpany

c:onsumcrs liluc Comsmn>· t:on\'crsc Laundry t'ompan1· Conway Chair Company, The l'o-opcrati\'c ?\fcrchants' Cash Stump CurnvaolY Copley ?\Jotor Car Cmnt•nny Copley Trust Company Corinthian Artificial Stunc Comvan)' t'uuch & Seeley Co, I :rawforcl Machine Com pan)' <'rippcn Player Cornpan)' \ ritcrion AmuSt:rncnt Company. ThL· C'ritcrion Comrmny !'riterion Knitting C'omvan)' Cnowcll·Cinrk Coml'any l'rowlcy ami Gr;ld Cmnpan~·

Crown Motor \'chicle < ornpan1· ( 'umhcrlnnrl l>cvc.·loiJtncnt Cornpnnv Cumin~s 'J'hentrc, Inc. · C'umnunus, ManufacturinN: Compaur Cycloillal l'nr.inecring Company 1>. C. Clark 5hw Compnll)' 1>. 1'. O'Connell Comtoan)' llnlcy nnd Wanzer Alkrtnn Expr«• Company Daley's r\nnta... ~o:ct r;:\pn:ss Cnmpanv l>alzdl Axlt• Curnpan)' · l>n\·i• & ('ompany, hlcOrpornlt•of Davis Aut<JmoLilc Salt·• Comflllll)', 1'1w Dawson's Business Collo-~c. Inc. Dcchan Drug Company Del·rficlcl Rh·er Curt>oration l>t;nison Sall•S Comtiany llcrrin lee ('rc:un Comsmny Dc\'onshire l'onfl•ctiuncq• CorntHUW

Dillon Stnlolc Company l)r. llurl<•ii!h Corporation, Th~ Ur. Gcorgt• \\', Swl•tt Compan\-· I>otlgc Luhricn.tor Cnmtum~· D••l11e !'luting \\'<>rks Domestic Utilities C'ompan)· IlorchL·stcr Pla!iitic l{oofiu~ ('hmJ•:UI\' !lrayton's Auto Rxpn·~s Company · Urcw ~tunson l:"ruit t"omj>nny l>th.:kworth ( 'hnin ancl ~ anufarturif11-!' ( ·fJtnf!Kil;" Dunlonr llont Shop, lncort•'rnted llunhar 1\tanufacturinK tom puny l>unnint-: !\1nnufarturin~ Cumpau~·. Thr lJunstatJic Granite.• ComJinO)'

lluplc, Spring l'rokctur ('umr.an)', The 11urnl•IL Ru~ Con1rmn~,. 1'. & 1.. CnmL Compan)'

~:.

B. \\'a
B. H. Brcw~h·r l.'o.11panv 1-:. P. 1-(t·l'l'C t'ompatl~·. Th\' !;, II. ::;rnith ('om pan)'

E. Houston ColllJHlnl' g, P. \\'firth Moantli:u.:tul'in~~ l \•tnpar:y g, P. \\'orth ~hoc Co .• lht: F..~. llullol'ft & Cu., (!to
H.

~.

I.im:oln ltll'. gn~lc ('t.otton t.Hn Cmnpanr Enst \Vatntown Dru~ l"ompan~·. hll'. Ea~tcrn l'hc.•mk·~1l

a11tl ~hJii'ly Co. Hastc.-rn Cotlt'rctc Cow;tructiun l 't•lllJHUl~' Eastl'rn f'ountl·r ('ompan~· Eastc.•rn Ell•t:tric l'tLtnJ•any Ba~tl'rn Exn·lsitJr l'lJtnpanr Eastt·rn llnrdwnrc Company En~h'rn Sanitan· ~,..(,duds <"••· Ea.stl'rrl ~tt,nc \\',1tt• l'olllpany J·:astc.•rn Tratlit1g l'omt,any Ha!->h•rn \\"harf and ~tor:aJ:t~ t'omt,anv

EastharnJ•I on l'cH'Jll'rat i VL' Eaton Builolinf! rn.

.t\~uciat icm

Hconunw Alljustahlc l{cf1L·dor C'ompall\'

Bt·nnum}' Pure Fo•xl Co. Etlwnrc!s ancl Pir,kd:;tcin ('om pal\).' Ehlrhl~o-tL' kc! l'fl•am ( ·umimn~· Elcctrk Dinnwr.tl (~ritLth·r l~'LnlJiany. l'hl• Elc~ttic Tt·xtik ~tachinl'fy l 'ompan~· !-~h.·ct rica I H ~ 111 1si l ic 111, lnt·or t K•rntt:tl Elk !lorn l'ibr~ Compnl'Y Elliott Htu.:da1ly t'un1pany, 1'lw Empin.· ~hntl .._\: lh:wd Comsmny BntcTJLri!'t' Cnmh l'nmlmny Htltc.•rprisc Company 11 Pittsficltl Ernt'>t C. Mmshnll Collll'nn}' E:.cal)'ptus llardwtKo
~1nnufucturiu~~ t 'umpany. Inc·. [):wi~ Company, The.• lluttcrfi..l•l ~lanu(al'lurin~: ('umpan)',

J:O. D. C.

J:O, I>. J>, 1;, Th•· J>. II. Alii< Company P. II. Cnvnc Company, Tlw PairhankS nml Uovnton t. 'ompanr. Tht• Fall Ri\'er Brick ainll'olll'tl'lc Company, The !'all Ril'er llotl'l l'om(K
Fitl'hhl!rg Trust ( 'om~'any Fla., Ponti 1•'ishi11K ( 'om\l&Ht;• in Dcuuis F'uhc:o;. ilavw:1rd & ('o .• ( ncorpuratrtil J:Oorhu~h i,cmnan!;hip Sy~tctn 1-'<•stc.·r· \riiH:uns Shoe Co., 'l'hl' Jlraneis DikL•, Inc. 1-'rn.nd~ Jewelry ( 'ompany

1-'runcis Hprln~ t'o., !nc .. l;oranct ... Aml'rican 1-:t:oncmm.: As...:-(~:i.1tiou

l<'rank j. !\ll'Pt•akc Cutnl'im>• 1-'rn.nk 1,, Rouse Co., h1,;, )tranklin AmUSt.'tlV!t~t ( 'ornpau~· Franklin Puw~ Cumptut;·

• •

•

•

H

Fn.••l A. lln}' {'ortloratinn F~·., •I .n ( 'lothir•t-: ( 't•mt~:m}'

I h•ld •"< l
l•'r, .. ·'.n;m l'onln.ttvntry l ompomr, 'llw Fu:.t•r ~o.'\: Lc\\ is, lii[Ort'''ratl•d Fundi\U\' Allioll'lt', h.,·., 'J hl· li. 1.. l"n·t.mnn l't,lllJ•any Oain l<.ohmson l.un:ht:r t'•·mttany <.ialh~hc•r nt.&l ~uu.ro l 'omt•tlll)" liarclnt·r F'inrrbh l'tH.IJit:t:llivt• l't•IHI':IIIY tinz...ttt.·t·r Puhli~hinJ.: Cumpauy, Tht.• Occr's ('}u,:mkal l't·tllp:m;·. 'I ht· tit.•lll l.catllt.'f l'1rt11jlat.)o' l;cm f{cfreshlll uanc & !'-un ( 'unlt••WY l itorgl' E. Ft.·nst Co. tit.·or~:c E. Martin Protlu~.:t.• Ccmpauy

llul• Curtain Cumpuny

l it·o. li. StHJW Ct'I111'0Ul).'

C~t'<1t~t· li. \"c.:ncss Mnnuf:u.:turir1g l '()., tttt·nq•owtt·•l Ct·••r•:c j. IJunhatn ('ompanv Gilmanton l.umhcr CompanY • l ,,lmort• & \\'t·ni•~t·r Com,,:m)' Globe Cn•11if. ('om pun}' ( ilourt•stcr Dairy t'l•tnp:m~· (;Joun·stcr ~lnnufnl'tUnll~ Ct•llll•alty \ inr "1 now .. rltlt tlf•Ju.is ( '' •m ttany

Ciraiton

lllC(Jr)lOT,lh.•fl, Tht• (iraham. Monte Company . ( in:ntcr Br.lstun Ci~ar Company (i rcr Inc.: k (. O·OI•l'r:&t h c ( . rt•anll'ry Ah-..1~.' ia t iou t irit ShOt.· Cc•tnJHl'lY, Tht• ' iron·n~ { 'o-ort·rn tin· C..' rn n l Jt·rr~· ( 't.·mpa tW

Pa11ts r..tanufal'lurill~! l'ompanv

Grussmnn I.cuthcr Ct•ntpan}' ( runrunt)' Jnv,::.;tml•nt l om pan~· lininna RuiJIH.·r l'on1tlim)" of .:\uwrka Ciu~sman

Italian l'n-op•:rali\'c Ao;s,l('iation uf lle\'Ctlr. (lw. ltaliun Jmpurtitltf l"mnpan)·. Incorporate• I ton~trUL'Lion

J. l'. Par:oons Com part)' J. 11. l'utu:un Son Cumpau~·

Cumpany

). 1'. Wki11• Co. I. II. Younl( Compatt}' ) . l H.t•a•::ul C'om1,anv l.. ,l!raollt•)' ~ 'ompany

. j. t..

1l'lllt•k t o. J. Ll·rtu·r l ·om pat!,_.. h1roq,nra tt•cl J. ~!. ( 'hallollt·r Co.

J.

('omvany J. \\', Joul.u> ('vmpany J. \\". i~utlwr Compaur j. \\', !"pt'HC(' Compan)', Tlu• J. \\', 'lull it- & Sons Co.

arul ('t,tnpany ([m.·.)

Uu}' llohbs .t\tnu~·~nt•nt C'mnt•nn}', Th~

II. ~:. ,\!len L'u. 11. K Fio;kc ~t.·t·ll Cnmpanr 11. 1-'. Curlis Cnrnpatl)' 11. l'.Jinll Company II. II. :\cwcomh ( ompnn}' II L. Tannuhnlz Com\"111)' 11. 1.. Tuul" l'lolhillK Cumpan)' Hale's E~t.m.·ss ('om pan~·

f{u~h t~rt·t.·n

\\'irL· ( ~onttliU\>' jamakn Amusc:mcnt Compnn}'. The

JUt kson

Hall & Cotnf'anv, Inc. llammontl C nthin~! Compall)' llatnptlcn l>i~trihutint.: l.'c•rnpnn~· llansnn (~rain awl ( ·o~'l C"mnpan)'

!lapp\' !\lon:cnl• ('o.

llnrlu'w l.t.nu:h ('ompany lfarpt·r I~ish Company llarriman :\'t·\\o' ~1cthotl l.auw.h.·rin.: anti

lntt·rnath•ual l'neumntic ~l·rvic .. Cvmpnn)' lnll·rnntionul H.l'llll'ti)' Ct)lllllart)' Intt·rnatiunal Ht'l'Uritic~ ('••mpnn}' J nh'r~tat(• ~\rr.ustment ComJ•nny hltt·r~tall' ~hoc ( 'lt•anin,.: ~tarhinc Compan)' ital•l·.t\rm.•ta\.·:·n

Pn·~s.

tirotlbcq,:·llir~t:h

ltud!!-(11\ l.ithuanian C.'ttqlt\tation. 1'1w J lumnn Li(l' Publl~hiu~ ( 'Hmpan}' llyde l'urk t;t'llt·rul ll•"l•ilal. l11c. II \'git·mc SIIJ>l'lr l'uml'atl)' I. ·u. Cnso• IJruK l'oml';my I. 1.. l'urtht•ll l'ump:tll)' l·.!•·.li ~ilk Ston·. lru:ort~'ratt.•fl hnJ,t•rinl l.nuntlrr :Oinchim·n· Comi'"'Y J11\f'\.'l ial Thl'Uln• l't•llll'an~· lmJ~t·nuliiW Oat l'rmiucts (.f•t111a t·llolt·lll Auto Suppl)· l'o. lr.ciU!->tmil t. omh Com pun~· l:ttt·rnatluual Hl'lltlinu l'ompanr lntl·tnath•unl Hlt\'lrk ("omJ•o•ny lnh·lnationul Otl l'ompanv

Ch•an~in~

Companr. The

llarrin~<eton and Company, Lirnih.·tl llarri~on l.lrm.: Co, llai ·:aro.. !lakin~ Powder \omp!lrlY ••~n't.'}' l{ciSlJital (liH'<'TtJt~r,&tl'll)

l-ln\·ilan G 'frt" ('ompaol)' Heath l'~nlo:'int't."ring ( 'nmpany Henry P. \\'i151'>1l Company llcrbcrt 1.. Stt•arn• C'ompnn)' Herbert Mnnufncturin~: Cmnpan\' Herman !\lotnr Cnr Co. Hi.:>·cnc Company Jlillcn•st Wnu·r Company Hillside Coq10rntion Hin~:hr~m &nm Face r.ranitt• t'mnpnn)' Hirsh~ nnd Richcnburl( C'n. Hollnn•l C'omp:any llnlynk<' Cit}' Market nn
Janws 1'. llut·klcy oi Wwnsockt•t. l · Compnny 1.. M. Row<.. Company, Th~ 1•. T. Dorney & Co .. (Inc.) l.akt•siolc !llunufucturin~: CompBnl'

•

II l.nminntrd Manufn<·turinp, C'omr~<m~· Lung ham l'hamtac~·, Thr Larsson Whip l'om!Juny LnunJry Spccialt>' Compan)', The l.awlor Hpurtin~: Goods ~lanufucturin~t Companr Lawwncc :\utomatic Tl'lt•phonc Cumpanr Lawrence Base Ball Assoc:mtion ( ISS·I) l.nwn•ncc ln ' Lexington Pent l'ompany Lithuanian ami Polish Grocer)' •nul l'ro,·ision Com pall)' Lithuanian Co-opcrath·c Association •>f llril(hton. Mnssar.husctts

London Cloak Compan)' L<•mlon Studios lncorpurnte ud Compan)' l.ynn p.,,tc l\lnnufacturin11 t'ompan)' L}·nn R~bber ~""!fany l\1, A. I ower Co., he M. H. Shattuck Cigar uml 'l'uha<'CO Cumpan)·, The !\lncLcan Bros. Companr !\lack Amusement Company Mack and O'Connell Co. Madame Cnims, hac. !\Ianning nllll Armstrong Comr•any Manufacturers' Sales Compan)' M arhlc Qua lit~ 1\lnnufacturin~t Company Marlborough Shoe Comrmnr !llarshnll Worsted Co. !llarys,·ille Wool Scourin11 Company !\ln!\Snchusetts Aktzia Incorporated !llassachusetts nntl Rhodt• Islam! Ucspatch lhpress Com pan)', The Massachusetts Apple Orchards Companr ~lassachusctts Associatt.•s. Inc, !llassachusetts Automobile Companr ~lassachusetts TJontl Guarantl't! Corp<mLtion, Tht.• !II:L..achusctts Caloric Hath Co. MIL<Snchu ·e Works !\ler · !llcrrimnc Valle>· Stenmhnat Cnrnr•mr

•

!llcrritt Black
!llithlle Creek Canon Coal

l.easin~o:

l'olllJJ.Irtl'

:\tithliL•scx [..catht~r Cump.mr ~lithllL•SL'~ :\•.1rth. Potw.Hm t~r.UlJ.:l' ('o·IIPt'rtlti\·t• A~"'' teiation ~liddl..:!'l'X Rt:al H.r.tatc A!<~osnciat\on of t'amhricl~t· Midtllc~c~ Trovlt•rs I<'L' l'ompany. Tlw ~lillikt•n anti H.ohit•, Incorporated !llitclll'll & llar
Monarch flammuc:k

C'otnJIOUl\'

·

~lornin~shlt•

l'n111pany, lllll'.), The Motor ( 'ar Rt•uttm.: l'•,tnp.mr

!\1 oturc rete ~~I( cia It;..' (. ·~ 1111 p.m r ~touut \\'ashingtoa SprinJ: <'•)fnpanr ~lullikcn Oil Co. ~h.~·h & l.ouu'is Cn11lJIIltl\' !\Ius•: llall Anmu·mt•nt ('nmpanr

!\lutual Shoe Company, Tfw ~ah:Lnt .t\mus.·tncnt C(•1npanr ~ashua River Paper l'ompanr (I~HI) :\atick Citizt·n PrintinJ: l'omtJall}', Tht• Xational Art At·;ulcmr. In~. Xational 1\ vi at ion anti Construct ion Company :\ation.Ll llutclwr"'' Tool ~upplr Compazl\' Xational <'ash Tradin~ ~h·stcnt Co. · ;\;ational ( 'ht•mical & Hut•Jil)" Co. Xatioua1 glt•ctric l~quipmcnt Cnmp.1nr Xational J::n,·,·lopc Scaling ancl St:unpin~ :\lanu· facturin~ Compan}· Xa~ioual l~cathcr I JrdnH and Cleaning ( ·umpany ~atiunal Moti-Jn Pktu· c :\launfacturin..c <·om pan)' Tht· Xatiunal ~lot or Car '_rmlfUlll).' of Uo~ton :>; ational S..Jf · \\'11rn ;nl( Fire Alarm Co., 1'he Xational Textile E'. ;et•onsct River ('oat Cnm(J:lll)' :>;cw lh·rlfor ;cw l>n!:lnnd Barrel :\lnchin,• :\If~. Co. :>;cw En!:lnml Collateral Loan ('umv:mr :>;cw En~:land llcli\'cry Co. ~;cw go~ land F'urnacc Cmnpan}". The ~cw l>n~o:l:md !llotor Trut·k Co. :-;,.w En!llan ' :>;ew En!(land Shoe :\l:umfacturin.: Compan)' :>;cw i>nl!lmul Socictr. Inc .. The :>;ew En!!lancl Tra•lc Dc\'clopment Company, Tht• :>;ew Hn!!lanli Trntlilll! Company. The ~ c\\' Ens.tlanrl U ndi"T\\"ri tcr~. I11C'OT()4 Jra t ~d :>;cw llampshirc Rawhide l'ulr• Uoartl llo• Co. ~ew S~·stem Motor Cnmpan~· :--:ew '.'ork Leather Companr =-.:cwton 1\.indl'r~artt•n :'\khols-llill Co .. Inc. :0: kcrson Manufncturin11 Compan>'• Tht• :'\kolct Optical Cnlll):!:lll>' :--:orfolk nn
Prn\·i~inn t'lllllJI:ll\)' l~idttnotul Iron C'o1111'an~·. Tht.• l~iduw+nd l.akl· l•t• t 'ompan)'

Ol~·mpk Art ~"·it·tr 0':\L•H Auto (iura.:t· l 'c•I11Jiatl\' Otw~imu~ Mt•tlkal t ·~ mpan}' Orh'lll Jli,tlil•uting t 'n., l.td. 0S.~IKit} :\11\Tlt)' ( 't•tnJ•allr

Rkhanl"-4m

Rin·r,la1l· \\"ooh·n t 'ompan)'. The

On·rluml E\pn·:-:-. ('orn,:anr. Tlw

1'. j. 1·\·r.:u:-ot•n Compan\', llnl',)

J',wific :\It tal ou.d l
l'adch•n :\lntor ('P111pany Pan- 4\nwrkan

(·;:\purt&n•~

Th,· l,art..,ian )L'\\'t•lry Parker & J:u.:ob!oo,

·

.mtl

hnpt~r1il1 ..! l'ntnl•·lll}',

Ct•tnl•:\11}' ln~.·~·rt·nralt·d

Parkt·r-IJurant ( 'o,

l,;ukt·r J. \Vcl•l•t·r l't•mt•·HlY Parkt·r· l'urnJ l'ompan~·, Tht· l'asti11lt' 'llwatn• Cu. of l.a\\'H.'Il\'1' hh', Pah•nt Stol't•h.· :\lauu(al'turill~ ( 'c•nn~otn~· J',l\\hh'kt·t l;ranolithic ('uu~tnh._'tior. (',,, l'ar,nn and t'om~•an~·. hll'orpt•mtl'd Pt·at••w:k ( 'nmpnny, 'I ht•

l'"·k awl \\'hiH•lt· l'o mpanr l't.·tlt:)' T••itt•t Tt~sta· C• mpanr Pt.·n ami Jll'tH'il ~lnto!azillc l'omp:mr, Tht· 1\·oph..•'s l'oal and \\ ootl ("o Peup k• ':~ C t H-'Pt'rtl t i t't' PCIIJolt•'s

cu..OJN!f

~udN Y

Stlltl',

Pt·p~in:ulc

Tht•

l'otnpanr. The Pt•rfl'·t·t llal F'rarnc ~tu·hirw Compan\• Pt·rkins !\Immfat·turing-

('ump;ut~·

(tcrnin Sd1'"'' of Buo;inc:;s Inc., Tht• l'ctt·t~lmr..: l.t·ath<'r ('nmpanr flf Boston Philbrick 1111!1 \\'cl"h'r, Inc. PinL· lirovt• Mineral SprinK Cutnpan~·. Th ..· l'ittsficltl At•ro Compan)' l'ittsfi<·ltl Soap l'ompany l'l)'Tilouth t'<·mont St>mc Cu. l'lrmuuth County l'uhlishin.: Comp:on)' Pneumatic Life Sa\'int< jnt•kt•t Cumpan)' Polar llrnnd \\'nist ComJMU>' Polish Co-oporati\·., :\larkd, lm·. Polish Co·nt,~rnti\'c Store, (htl".), Tht• Polnni;L !lakin){ Cn. l'ortt•r·ll iltlrt•t h C'nmJ•lll)', The l,orh.•r l\Innufactutin~ & Ct·tncnt Cotnfltm~· Pnrtcr \\'hi <· <.·iation, Inc. R:l\'ene C'nmpall)', Tht• ((Jr~:mimrl April :!7, !!Ill) R••ddinl! Automatic Time Switrh l 'com pam• Rt~nl Motor Cmnpany · Relinhlc Auto <'r'tllpany Reliance Motor Bus Cnmpnnr Rl'liance Motor Truck l.'ompan\' ol Mas•adnl"'tt> Rl'linrlo Cu•hion Shoe Company Remintttnn Cntnl"'"l', The Rice Kcndnll Cotnl'all)', Tht• Rkh:~r~J Bros. and Compan)', Inc,

8

Ril'l'rsiolt• jap.lllnnr. (!nl'.), 'l'ht· ltol•.att·f'arll'ton ('''· H.c•ht'rt II. IINriman f'11mpat1)', htl'. l{ol~t·rt S. Jum·~ t'ompan)' f{ndlt'"h'r llotd l'ompan)', Tlw Hill k HitlKt' !'ann t ·.,, Ho ~·kr II ill l'rr•t.tl S1orin~ \\'att•r l\~npnn)·

•

Hu~bury Slttra).!t' Hnlt:~ n ~« •111:-0. I nn•rt~ora tL·cl Roy:&l ~lanufal'turinH ('omJ•all)'

f{u..:J.!h•s

~lotnr

( '~tmpaH)'

Hus•wll '-1 into:;, ltw.

({ r•kr-l{oiK·rts Cmnpn!l)'' The

~.

l'. Tulbot ( 'urporat toll ~- D. \'wu ('umJmnr

S. (;, Hall ;\lannf:ll'turinK !'ompanr H. Starman C'otnpatt).' ~.~fl'l)· Door C'hl'l'k t\'tnJMtl}' Salt·m. Jlt.'\'crlr mul Uanvt>rs Tow Uoat C••m1'any. Till' ~a;t·m ~hoc ~tanu(adurin..: Company S.1h:m Stolll' Tool ('n111JJ:ltl)" ~.llbltur~· IIL•ad1 ('IJflloratinn ~a.mano .t\nu·ril'an l'tJtnpan:.·. Tlw H:unsntt I>rnuv.ht 8Jtrinu ('<•JiliJ0\11)' s~unud M. (;n•t•n, l11l'OrJtorah··l Sancl•J Erz~dnt•t.•rit1~ l'orn1•any

Sanlurtl \\'hip l'omp•LII)' Sanitarr l,luntiJinH <.'fl., The &win !JrnK ('mnpanr. The Saw).'t'r, l~t·wm C'omr•any

Srhmalz l'uhlication ( 'ornpany Scott :\lnnufat·turing l'urnpan~· S••ars arull'hapin Min in..: lutnpany Ht•\'ton Studio, lnr •• Tht~ Rt'ldnn Motur Car Cmnpan)' of ~haflt·r

Salt•:

(~nrlltl:tllY.

'-ius!'t.1dm~t·tu

The

Slu-l'pskin ( 'nmJmny Sllt'lhurrw \•'<,11< Hlrl'tri.: l.l~ht .'\: l'owt•r t'.,mto:mr Sh rrw Com/mn).•, lru:llrporah.•tl Sil•lll'Wi!\-.ctt llott.· l 'hmpnny

Hi .. ters RnsL'tlHlf\', Jm~. Sixth Oaklarul Srrulicntc, lncoqHoratt·•l Shth Oaklarul Srnolicntc, ln~orpomlt•ol Smith anrl ~lc:-iault Company Smith l'nr~·r Comtoan)• H(1uth Short• Stl•arnllhip (~um,mn~· Soullll'rn llnlolinll Comp:nl}', The ~outlu·rn Illinois Coni ( O!IIJO:Ul)' Suutht·rn Massachusf•tts ~lt·rchants Secret ::;,.r\'ic't• A~l·ncr. The South~att• \\', ...)IC't\ C••mJUlny s.-,,·crt-iKn I ncalllit'"il't•nt l.iH:ht Com pan v. Th" Sparks Stain nnol lllackin11 l'ompany, '!'he Sprcinltr llistrihutln~t l'omplln)', The Spru.:uc Rntl llret•tl (':~al Company Spral(uo :\lauufncturh•fl Company Spriu~er Sanitarium (.(,rnpany. The Sprinl(ticlrl llrnzing Cnrnpnn}' Sprin~tfil'ltl DuilrlinK CCimpanr Springfidol l'it)' l\lnrkct Comr.any Sprin~tfil'lol llat 1'1111 Cnp Co., fhc SprinKficld II•Jtcl Corporation Sprin~tfil'l
• '

..

-!, .

,,

Star Laundr~· Co. Waldorf Comp~nr. 'The . Sterling l'ruit Prorlucts Company, The Wales ~lnnufarturing Compnny, Th~ !'ltcvrns-&>wcrs ~lotor l'nr Comvany Walker Dru~ Company . Stilson 1\lotor Car Company Wnlker-Rintcls Company, The Stirk Manufacturing Compan~· Waltham Artificial Stone Compan)', The Stnckwell Brothers' Companr Waltham On< Light Comt>:my Warren Automobile Company Stoughton Auto Company . Stou~hton Lithuaman Co-<>pcrntive AssOciation, Warren P. Tobey Co. The Washington Lunch Incurporatcll Stoughton Record Company ·. Wnshinl{ton Trnnsportation Compnll)' • Suburban Auto Supply Comp:lny Wnshin~:ton Tntst Curnpany of Boston Suburban Club Honse Corporation Water Power Development Company . • Suffolk Silk Company \Vatcrhousc Compnnr. The Suomi Granite Company Waterproof Fibre Compan)' Swanson, Toombs & Sumner Company Wntcrpr<x>f l.incn Co. Syh·ia Steamboat Co .. The Waverley Drug Company Synthetic Com pan)', The Wcath<·r-Lmther Com pan}', The T. Hennan Co. Weldon Leather Company T. M. Smith & Co., Incorporated • Wclleslc}· Auto Transit Company Taconic M:mufacturing Company Wentworth. Good and Al1:er Cornpan}', The Talbot-! hunphre)' Company, The West l.ynn Lumber Compan}' Tappey-Kraus Calfskin Company West l.ynn Shoe ~lanufacturin!l Compun}' Taunton 'fn.•icab Company \Vest ~cv.·bun· Co-operative Crcruncry Cnmpany, Tm·ella Shuttleless Loom Company The Taxa Cab Company of Cambridge \\'cstticld River Lumbcr Company •• Taylor Motor Sales Company Wheeler and Shaw, Incorporated Thomas . Ga\'in Company Wheelock Fence Co. Thomas . Young Company Wheelock Rust-Proof Fence Co. Whihcn Sales nnd Advertising Company Thus. \ . Spencer Company Whitc i>"!(lc Bottlinl{ Companr Thompson Lug Stra!J Company, The Tower Engineering Company, The White St:Lr Laundry Company, The Whitman Board of Tra
E.'l.'"'""