302 HARVARD LAW REVIEW, to them for judicial legislation, there must unavoidably be two opinions. It would seem, however, that there is a serious discrepancy between the results reached in the cases of competition between rivals in the same trade, and the decisions in the cases where the struggle for economic ad- vantage is between employers and employed. If cases such as Mogul Steamship Co. v. McGregor., supra, in England, and Macauley v. Tierney., 33 Ad. Rep. I (R. I.), and Bowe.n v. Mattheson, 14 Allen, 499, in this country, were decided according to the best public policy, as no one hitherto has denied, then in Temperton v. Russell, [1893] i Q. B. 715, Flood V. Jackson, [1895] 2 Q. B. 21, Lyons w. Wilkins, [1896] i Ch. 81 1, and finally this present case of Vegelahn v. Gunter^ the courts have gone too far in the dangerous direction of interfering with the struggle of economic forces. That the doctrine laid down in the recent English cases has by no means met with universal acceptance in that country, may be gathered from the sharp criticisms of Flood v. jfackson and Lyons v. Wilkifis, which appeared at the time those cases were decided, in 12 Law Quarterly Re- view, 5-7, 201. It may be guessed that these criticisms were written by the learned editor of the Review, Sir Frederick Pollock, who has always opposed the extension of this class of actions. The very latest English authority, the second edition of Clerk & Lindsell on Torts, contains (pp. 14-25) the fullest treatment that has yet appeared of this whole class of cases, where " malice " or want of justifiable motive is made the foun- dation of liability ; and in it the soundness of Temperton v. Russell and Flood V. jfacksoji is doubted (p. 22) on the ground of their inconsistency with Mogul Steamship Co. v. McGregor. In the Addenda, facing page i, the case of Lyons v. Wilkins is noticed, and the suggestion made that it may be supported on the ground that persuasion by a picket neces- sarily involves some unlawful intimidation. The mere presence of a picket probably does in fact convey a covert threat of violence. For this reason the Massachusetts court may have practically reached a right result by enjoining the picketing altogether ; but still Mr. Justice Holmes seems to have the advantage over the majority of the court in the discussion. Protection of ^Minority Stockholders. — The jurisdiction of equity to protect minority stockholders from the fraudulent or oppressive acts of a majority in control is firmly established. Difficult questions are, how- ever, continually arising, because frauds in corporate affairs are often perpetrated by the cleverest of men acting under the best of legal advice. The New York Court of Appeals has recently dealt a severe blow at a fraudulent game in Farmers Loan 6^ Trust Co. v. N. V. &* Northern Ry. Co., 44 N. E. Rep. 1043. This was an action to foreclose a second mort- gage, two minority stockholders being allowed to come in and defend. It was shown that the New York Central Railroad determined to secure the Northern's property, and accordingly purchased a majority of its stock, and over ^2,000,000 of an issue of ^3,500,000 second mortgage bonds. A scheme to lease the property was wisely abandoned when opposition on the part of minority stockholders was manifested. The terms of the second mortgage, however, were that in case of default, etc., the trustee *' may, and upon the written request of the holders of $2,000,000 in amount of said bonds . . . shall apply to any court ... for a fore- closure and sale." It appeared that in effect the trustee brought this suit
