devoted to the business in which it had theretofore been used; it was not, like the present case, closed up and taken out of the channels of business; and the court upheld and enforced the contract which the parties themselves had made.

The complainant here is a corporation organized and existing under the laws of the state of Illinois, and having its place of business in Chicago. It is alleged in the bill that it is organized for the business of manufacturing, buying, and selling pails, tubs, and other articles of wooden-ware, and manufacturing, buying, and selling staves, heading, hoops, and other materials which enter into their manufacture, and also for the owning and operating machinery, tools, and implements connected with and used in the manufacture of pails, tubs, and other articles of wooden-ware; that it is extensively engaged in such business; and that it sells its products in the eight great states named. It is not alleged by the bill that in the making of the contract the complainant intended to take the business and good-will of Starkey, Ferris, and Olmsted, and carry on the business of manufacturing these articles in this state; but from the terms of the contract it is manifest that it not only intended to take these parties out of the manufacturing business, but to ship the machinery which was used for that purpose out of the state, and close the doors of the shops. Complainant did not purchase the realty. It purchased all the machinery there in use, and the contract shows that it was to be taken down and placed on board the cars. The interests of the parties alone are not the sole considerations involved here. It is the duty of the court to see that the public interests are not in any manner jeopardized. The state has the welfare of all its citizens in keeping, and the public interest is the pole-star to all judicial inquiries.

Here a large manufacturing business had been established, and presumably it gave employment to quite a number of people. By the contract these people are thrown out of employment, and deprived of a livelihood, and no other of the citizens of Michigan are called in to take their places. The business is no longer to be carried on here, but is removed out of the state. The parties are not only bound by the contract, if valid, not to manufacture here for a period of five years, but in seven other of the states of the great Northwest, teeming with its millions of people. If the complainant could enforce this contract against Starkey, Ferris, and Olmsted, and shut the doors of that shop, and prohibit their

again opening them for five years in any one of those states, they could as well make valid and binding contracts to shut the shop of every inanufacturing institution in the state, and in the other seven states, and compel the parties now owning and operating them to remain out of business for a term of years, and hold the doors of these shops shut during such period; for the contract which complainant seeks to enforce provides that these parties shall not allow their property to be again used for that purpose within the time limited, nor sell it to any one for that business, except by consent of the complainant, and this under a penalty of two thousand dollars.

A somewhat similar question arose in Wright v. Ryder, 36 Cal. 342; 95 Am. Dec. 186. There a contract had been entered into for the purchase by the Oregon Steam Navigation Company of the California Steam Navigation Company of a steamboat called the New World, for the sum of seventyfive thousand dollars, and also an agreement by the Oregon Steam Navigation Company that the steamboat should not be run upon any of the routes of travel on the rivers, bays, or waters of the state of California for the period of ten years thereafter. The validity of this contract was before the court, it being claimed that it was void on the ground of public policy, and it was held void, the court there saying: "If the California Steam Navigation Company, which now occupies our bays, rivers, and inlets with its fleet of steamboats, should suddenly convey them all to a purchaser on condition that they were not to be employed in navigating any of the waters of this state for a period of ten years, no one could doubt that this would operate as a great present calamity to the public, and the condition would be void as a restraint upon trade. On the other hand, if a sloop or schooner of fifty tons burden should be sold on a similar condition, the injury to the public would be scarcely appreciable. In like manner, if all the carpenters and masons in a large city should bind themselves not to prosecute their business in this state for a period of ten years, it might produce great public inconvenience; whereas, if only one carpenter or mason should enter into a similar contract, the loss of his services might not be felt by the public. And yet, in the latter case, we would be bound by a long line of adjudications in England and Amer ica to hold the contract void, as in restraint of trade."

In the present case, the defendants Starkey, Ferris, and Olmsted were not only to remain out of such business for the

full time specified, but the premises which had been used to carry on the manufacturing by them, though not sold and conveyed under the contract, could not be again used for such time by them or any other party for the same business. I do not think it needs the citation of authorities to show that contracts of this nature have frequently been condemned by the courts, and held void, as unreasonable restraints of trade, and therefore void on the ground of public policy.

The decree of the court below must be affirmed, with costs.

CONTRACTS IN RESTRAINT OF TRADE. As to what contracts are void as in restraint of trade, and what are not, see Newell v. Meyendorff, 9 Mont. 254; 18 Am. St. Rep. 738; Moore etc. Hd. Co. v. Towers Hdw. Co., 87 Ala. 206; 13 Am. St. Rep. 23, and note; Santa Clara etc. Co. v. Hayes, 76 Cal. 387; 9 Am. St. Rep. 211, and note; note to Angier v. Webber, 92 Am. Dec. 751-765. A contract made by a merchant, with a purchaser of his stock of goods and of his good-will, not to engage in business of the same kind in the same city for a certain time is valid, and not in restraint of trade: Thompson v. Andrus, 73 Mich. 551.

KALAMAZOO HACK AND BUS COMPANY V. SOOTSMA.

[84 MICHIGAN, 194.]

COMMON CARRIERS RIGHT TO CONTROL DEPOT GROUNDS-UNJUST DISCRIMINATION. A railroad company can make all needful reasonable rules and regulations concerning the use of its depot and grounds, and may exclude all persons therefrom who have no business with the railroad or the passengers going to or coming from the trains or depot, and prohibit all persons from soliciting business for themselves upon its premises; but it cannot arbitrarily admit one carrier of passengers or freight to its depot or grounds, to the exclusion of all others, for no other reason than that it is for its own pleasure or profit so to do. COMMON CARRIERS RIGHT TO DISCRIMINATE BETWEEN HACKMEN. — A railroad company cannot, upon any pretense, except of wrong or miscon duct on the part of the person excluded, grant to one hackman, or line of hacks and omnibuses, the exclusive right to occupy a place upon its depot grounds, nor can it set aside the most favorable part of such grounds to a hack and omnibus company engaged in carrying passengers and freight, to the exclusion of others engaged in the same business. A grant of such privilege is an unjust discrimination, tending to defeat competition and to create a monopoly.

Osborn and Mills, for the appellant.

Hawes and Luby, for the respondent.

MORSE, J. The Kalamazoo and Hastings Construction Company, a limited copartnership, operating the Chicago, Kalamazoo, and Saginaw Railway, being in the actual occupancy

of a piece of land used by it as depot grounds in the city of Kalamazoo, leased to the plaintiff, also a limited copartnership, operating a hack and bus line in said city, a certain portion of said premises, described in the lease as "that piece of ground lying and being between the sidewalk on the east side of Walbridge Street and the side-track of the Chicago, Kalamazoo, and Saginaw Railway, in said city, being seventy feet in length from the south end of the depot there situate, said piece or parcel of ground to be occupied by said second parties for the purpose only of an omnibus, baggage-wagon, and hack stand, at and about the time of the arrival and departure of trains upon said railway; provided, said second parties shall permit the United States mail-wagon and the American Express Company's wagon, doing business in the city of Kalamazoo, to stand and occupy that portion of said piece or parcel of land which shall be assigned for that purpose by Lewis Sergeant, for the term of two years, commencing on the twenty-first day of July, 1890, and ending on the twentyfirst day of July, 1892."

Lewis Sergeant allotted the mail and express wagons twenty feet of ground immediately south of the depot. He also posted in two conspicuous places, upon and adjacent to the depot, the following notice:

"CHICAGO, KALAMAZOO, AND SAGINAW RAILWAY Co.
"GENERAL OFFICE.

"KALAMAZOO, MICH., July 21, 1890.

"Notice to whom it may concern.

"The Kalamazoo Hack and Bus Co. have leased that piece of ground which lies within a distance of seventy (70) feet immediately south of depot at Kalamazoo, and between sidetrack and sidewalk on east line of Walbridge Street. Said lease contains provision that Bus Co. will assign place on this ground for American Express Co., and mail-wagon.

"L. SERGEANT, Sup't C., K., & S. R'y."

Mr. Sergeant also informed the hack and bus men generally that the ground described in said lease had been leased exclusively to the hack and bus company (the plaintiff), and that others must keep off. It also appeared that previous to the making of this lease this ground had been occupied by all the hack and bus men in the city, the defendant, among others, having been in the habit of going upon this ground and standing indiscriminately about the depot seeking passengers.

On August 1, 1890, the defendant, Sootsma, placed his hack upon the grounds so leased to plaintiff, and, upon being requested to move therefrom, refused to do so. He remained there until an incoming train, and obtained a passenger, and drove away with him. The plaintiff thereupon commenced suit in trespass against Sootsma in justice's court, which resulted in judgment for defendant. Plaintiff appealed to the circuit court, where the circuit judge directed a verdict in favor of the defendant, on the ground that the lease was invalid, as opposed to public policy; that the lessor had no right to grant the exclusive use of the land to the plaintiff for the purposes mentioned in the lease.

There was some contention in the court below, and in this court, regarding the right of plaintiff to bring an action of trespass under this alleged lease, the defendant claiming that it was a mere license conveying no property in the soil. In the view we take of the case, this question does not become material.

The plaintiff gave evidence in its behalf, upon the trial in the circuit, tending to show that, in the selling by the construction company of tickets upon its road to points upon other roads west of Kalamazoo, a coupon was attached to the ticket entitling the passenger to transfer, with baggage, across the city of Kalamazoo to the railway station at which the journey was to be resumed, and that an arrangement had been entered into with the plaintiff to perform such service, and carry such baggage and passengers; that prior to the making of the lease, there had been trouble between the hack men and the busmen at the depot. Hack men not connected with plaintiff's line in some instances solicited and secured passengers, who supposed they were to be carried on these transfer coupons, and at the end of the trip refused to accept such coupons, and charged them for so carrying them. This made trouble between the railroad company and passengers, and also was the cause of disorder and quarrels between the various hack and bus men about the depot, and the lease was made to avoid such trouble and annoyance. It was not shown, however, that defendant had ever been engaged in any quarrels, or that he had refused to carry passengers upon such coupons, or had solicited passengers with the idea that he would carry them upon the coupons, and then refused to accept them, and demanded at the end of the trip other compensation for carrying them. But it is no matter for what purpose this lease was made, as