has been acting as the agent of such foreign corporation in transacting its business in this state has been, while acting as such agent, and in the name, behalf, or interest of such foreign corporation, violating any provision of the preceding sections of this act, shall be received as prima facie proof of the act of the corporation itself; and it shall be the duty of the clerk of said court to certify the decree thereof to the secretary of state, and if it be an insurance company, also to the auditor of the state who shall take notice and be governed thereby as to the corporate powers and rights of said corporation. § 4. It shall be the duty of the secretary of state on or about the first day of July of each year, to address to the president, secretary or treasurer of each incorporated company doing business in this state, a letter of inquiry as to whether the said corporation, has all or any part of its business or interest in or with any trust, combination or association of persons or stockholders as named in the preceding provisions of this act, and to require an answer, under oath, of the president, secretary or treasurer, or any director of said company; a form of affidavit shall be enclosed in said letter of inquiry, as follows: AFFIDAVIT. STATE OF ARKANSAS, County of· I, do solemnly swear that I am the (president, secretary, treasurer or director) of the corporation known and styled under the laws of 18 duly incorporated and now transacting or conducting business in the state of Arkansas, and that I am duly authorized to represent said corporation in making this affidavit; and I do further solemnly swear that the said and stlyled as aforesaid, has not since the day of day of known (naming the day upon which this act to take effect) created, entered into or become a member of or a party to, and was not, on the nor at any day since that date, and is not now, a member of or a party to, any pool, trust, agreement, combination, confederation or understanding with any other corporation, partnership, individual, or any other person or association of persons, to regulate or fix the price of any article of manufacture, mechanism, merchan dise, commodity, convenience, repair, any product of mining, or any article or thing whatsoever, or the price or premium to be paid for insuring property against loss or damage by fire, lightning, storm, cyclone, tornado or any other kind of policy issued by the parties aforesaid; and that it has not entered into or become a member of or a party to any pool, trust, agreement, contract, combination or confederation, to fix or limit the amount or quantity of any article of manufacture, mechanism, merchandise, commodity, convenience, repair, any product of mining, or any article or thing whatsoever, or the price or premium to be paid for insuring property against loss or damage by fire, lightning, storm, cyclone, tornado or any other kind of policy issued by the parties aforesaid; and that it has not issued, and does not own any trust certificates, and for any corporation, agent, officer or employe, or for the directors or stockholders of any corporation, has not entered into and is not now in any combination, contract, or agreement with any person or persons, corporation or corporations, or with any stockholder or director thereof, the purpose and effect of which said combination, contract, or agreement would be to place the management or control of such combination or combinations, or the manufactured products thereof, in the hands of any trustee or trustees, with the intent to limit, or fix the price or lessen the production and sale of any article of commerce, use or consumption, or to prevent, restrict or diminish the manufacture or output of any such article. And on refusal to make oath in answer to said inquiry, or on failure to do so, within thirty days from the mailing thereof, the secretary of state shall certify said fact to the prosecuting attorney of the county wherein said corporation is located, and it shall be the duty of such prosecuting attorney, at his earliest practicable moment, in the name of the state, and at the relation of said prosecuting attorney, to proceed against such corporation, if a domestic corporation, for the recovery of the money forfeit provided for in this act, and also for the forfeiture of its charter or certificate of incorporation. If a foreign corporation, to proceed against such corporation for the recovery of the money forfeit provided for in this act, and to forfeit its right to do business in this state: Provided, That within thirty days after the passage of this act all foreign corporations desiring to do business in this state shall file a new bond, as the statute directs; and such sureties and bondsmen shall be liable for the penalties and forfeitures, including costs, provided for in this act. § 5. It shall be the duty of the attorney-general and the prosecuting attorney of each county, respectively, to enforce the provisions of this act. The attorney-general, the prosecuting attorneys, shall institute and conduct all suits begun. in the circuit courts, and upon appeal the attorney-general shall prosecute said suits in the supreme court and courts of appeal. As compensation for his services in this behalf, the attorney-general shall be entitled to his actual expenses incurred in the prosecution of such suits, to be paid by the defendant or defendants when judgment is rendered for the state, to be taxed as costs by the court hearing the cause. The attorney-general and the prosecuting attorneys shall receive for their compensation one-fourth of the penalty collected, one-fourth of which shall go to the attorney-general, and three-fourths to the prosecuting attorney. § 6. In all suits instituted under this act to forfeit the charter of corporations, or to forfeit the right of a corporation to do business in this state, where a judgment of forfeiture is obtained, and the cause is not appealed to the supreme court, the circuit court rendering such judgment shall allow the prosecuting attorney a fee of not less than twenty-five dollars or more than two hundred and fifty dollars, to be paid out of the assets of said corporation; and when the attorneygeneral takes part in said prosecution, he shall be entitled to his actual expenses to be paid in like manner. All actions authorized and brought under this act shall have precedence, on motion of the prosecuting attorney or attorney-general, of all other business, civil and criminal, except criminal cases where the defendants are in jail. § 7. That all laws and parts of laws in conflict herewith are hereby repealed, and this act shall take effect and be in force from and after its passage. Approved March 6, 1899. CALIFORNIA. COMMON-LAW DECISION. The San Diego Water Co. v. The San Diego Flume Co. 108 Cal., 549. Statement. August 26, 1895. Plaintiff and defendant made a contract whereby defendant was to supply no water in San Diego except through the pipes of the plaintiff, and agreed that it would supply water through plaintiff's pipes; plaintiff agreed to take the water and divide the profits with defendant. The plaintiff's and defendant's presidents were appointed trustees to manage the business of both companies. By the laws of California the city government fixes the water rates. Defendant now refuses to live up to the contract. Plaintiff brings suit to enforce it, and is met by the defense that the contract is illegal. Opinion. The contract was not void on the ground that it formed a partnership between the two corporations and was hence ultra vires. The agreement did not make the corporations partners, but merely made plaintiff the agent of the defendant. The agreement was not against public policy, because the city fixes the water rate. The contract is enforcible. 75 |