"But another reason exists which seems to make it desirable to dissolve this trust.
Some two years ago a quo warranto issued in the name of the state of Ohio against the Standard Oil Company, a corporation of the state of Ohio, setting forth this trust agreement and alleging that that corporation, by becoming a party thereto, had done an act beyond its power, and thereby had forfeited its charter. The defendant cor poration denied that it was a party to the agreement, and alleged that the agreement was on its face, and plainly, an agreement only between individuals, owners of corpo rate stocks, relating to their personal property, and was neither made by the corporation nor for the corporation. The court, however, held that the agreement was a corporate agreement, and decreed, among other things, that the corporation must cease to permit trustees to vote upon stocks held in trust.
"As this agreement was not entered into as a corporate agreement, and as this decision gives it an effect quite different from the intent of the parties who entered into it, it seems better to end it." * It is probable that Mr. Dood had foreseen from the first just such an attack on his agreement as had come, for he had put into that instrument a paragraph providing for a disso lution, and it was in accordance with that article that the trust was now dissolved. The trustees were to continue to exist— under a new name: "Liquidating trustees." The property they had to take care of was vastly in excess of what it had been ten years before. Then the capital of the thirty-nine constitu ent companies was $7o,000,000. These companies had been combined until they had been reduced to twenty, and their combined capital was now $1°2,233,700 Property of about $2o,000,000 in excess of the capital was held by the trustees. Mr. Dodd's resolution provided for the division of this prop erty, and for the transfer of the trust certificates back to the corporations to which they belonged. The individual holders of the trust certificates were to get in exchange a proportionate share in each of the twenty companies. "A will not get stock in one corporation and B in another; each will get his due proportion in the stocks of all," said Mr. Dodd. All of this change would make no difference with the management of affairs. Mr. Dodd assured the stockholders : "Your interests
will be the same as now. The various corporations will con tinue to do the same business as heretofore, and your propor tion of the earnings will not be changed." The trustees went about liquidating at once, but it was not until the following November that the immense number of certificates held by them personally were exchanged. The pro cess followed can be easily illustrated by Mr. Rockefeller's case. When the trust was ordered dissolved Mr. Rockefeller held 256,854 of the 972,500 shares of Standard Oil Trust which were out. He turned over to an attorney an assignment of this amount, with instructions to secure from each of twenty companies in the trust stock certificates for the portion be longing to him. The corporate stocks were turned over to Mr. Rockefeller, and the assignment of certificate, a properly framed and numbered document, was turned over to the liqui dating trustees. This assignment of legal title, for all practical purposes, was the same thing as the trust certificate. It en abled the trustees to collect dividends from the various com panies and pay them just as they had before. The documents showing the formal procedure in the case of Mr. Rockefeller's stocks are printed in the Appendix.* At the end of the first year, after the dissolution of the trust, 477,881 shares were uncancelled. At the end of the second year it was the same ; at the end of the third, 477,881 were still out. At the end of the fourth, 477,88!. The dissolution of the trust seemed to have come to a stand-still. Mr. Dodd was right ; things were going on as they did before ; dividends were issued exactly as before. Nor was there any indication of an inten tion on the part of the liquidating trustees to change this state of things. If the monopolistic power of the Standard Oil Trust was to be broken, it was evidently not to be by any order of dissolution by the courts. Something more powerful than the courts was at work, however. The spirit of individualism was beginning to reassert itself in the oil industry—a new war for independence had been begun, was indeed well un der way even before the state of Ohio made the dissolution of the trust necessary.