Page:Harvard Law Review Volume 10.djvu/462

436 HARVARD LAW REVIEW. while these promoters should have the control of the management of the enterprise, the owner of the patent should have the majority of the profits. " So long as each retained his original interest, and no other rights intervened, I see no difficulty in holding such contract valid, and its enforcement proper and practicable. I see nothing in it contrary to public policy." This reasoning, however, suggests another distinction sometimes referred to, which it seems difficult to support upon sound princi- ples, where parties take with notice of the facts. It is difficult to understand how an agreement, valid at the outset between the parties and not violating any principle of public policy, can be- come invalid in that respect by any change in the ownership of the shares in question, or in the affairs of the corporation. So too, it is sometimes said in cases of pooling agreements, or gen- erally, of agreements vesting the power to vote shares in others than the owners, that they are not void as against public policy, and are valid agreements so long as the parties to the agreement are content to abide by them, but are revocable at the pleasure of any party to the agreement. This is the adjunct to the doctrine that neither the State, nor the corporation, nor stockholders not parties to the agreement, can complain of it. In the words in which this doctrine is stated, it cannot be sound. If a valid agree- ment — that is, one made upon a sufficient consideration — is en- tered into between owners of shares, vesting in others the right to vote them, and the agreement is not void as against public policy, it is like any other agreement and cannot be abrogated without the consent of all the parties to it. Of course, where this arrangement does not take the shape of an agreement between shareholders and is nothing more than a concurrent act by which they sever- ally vest in a naked trustee the right to vote the shares, and no consideration is paid by any one to secure this right to the trus- tee, the case would seem to be the ordinary one of an authority from a principal to an agent, not coupled with any interest, and therefore revocable at the pleasure of the principal. The princi- pal has the right to revoke the authority, not because any prin- ciple of public policy is violated in permitting one who is not the owner of the shares to vote upon them, but because there is no principle by which the authority can be made out to be irrevo- cable. This was the case of Griffith v. Jewett, supra, where the action was not between different stockholders, brought to sustain an agreement as against each other, but a suit by the stockholder