then either due care will prevent injury, in which case he is liable if injury occurs for not taking due care, or else no precautions will prevent injury, in which case he is liable for placing the materials upon the ground." Lords Neaves, Ormidale, and Gifford concurred. 18 Feb., 1876. Chalmers v. Dixon, 3 S.C., 461.

Companies Act, 1862-Voluntary Winding-up.

(1.) A company, by circular, gave notice of a meeting to sanction its voluntary winding-up. The meeting passed a resolution in terms of section 129, sub-section 3, and appointed a liquidator. Held the resolution was invalid because of no subsequent meeting to confirm the resolution. Several English cases were cited. Per Lord President (Inglis): "A resolution to wind-up under the second head of section 129 cannot be effectual unless it be carried by a three-fourths majority at one meeting, and confirmed by a majority at a second meeting, and unless proper notice of the intention to propose the resolution has been properly given." Lords Deas, Ardmillan, and Mure concurred. 18 Feb., 1876. Wilson, Liquidator of the Glasgow and District Co-operative Society, v. McGenn & Co., 3 S.C., 474. (2.) After notice given under section 51 and confirmed, a company was voluntarily wound up. Held the notice was sufficient, but that the Court, under the 138th section, had no power to stay proceedings by creditors against a company which was wound up voluntarily. Many English cases were cited. Per Lord President (Inglis), after distinguishing between the notice necessary for a voluntary winding-up and for a winding. up under orders of Court: "I think that the notice was a good one. No shareholder who read it could doubt what the question to be considered would be besides the primary question whether there should be a winding-up at all. I do not think it was intended that the notice should be strictly construed. If sufficient information be given to satisfy the policy of the statute, it is sufficient. But the important question is whether the remedy as asked is one of the powers contemplated by section 138. The true construction of the section is that the Courts could enforce orders for payment of calls and others of the same kind. If you contend it to give the Court power to restrain the action and diligence of creditors, the result will be serious. The liquidators, without the sanction of the Court, may take any measures against creditors; but the creditors, it is contended, are not to be entitled to take any measures against them. I am, therefore, of

opinion (1st) that there are powers which the Court may exercise in a voluntary winding-up under supervision of the Court which they cannot exercise in a voluntary winding-up; and (2) that one of those powers is to stay actions, suits, &c., which is confined to voluntary windings-up under supervision of the Court." Lords Deas, Ardmillan, and Mure concurred. Io Mar., 1876. Ideuard v. Gardner & Sons, 3 S.C., 577.

Crossed Cheque-Forgery.

A forged cheque for £4,800, drawn in name of a customer of the Clydesdale Bank, payable to D. P. or bearer, and crossed, bearing also a forged indorsation of D. P., was cashed by a clerk of D. P. at the Royal Bank, of which D. P. was a customer, The proceeds were employed by the clerk in paying a balance due by D. P. on the Stock Exchange. Same day the Royal Bank presented the cheque at the Clearing House, and had the amount credited to their account with the Clydesdale Bank. Ten days afterwards the Clydesdale Bank discovered that the signature of the drawer and indorser of the cheque were forged, and intimated that they held the Royal Bank responsible. In an action by the Clydesdale Bank against the Royal Bank, Held that the latter had only acted as the agent of D. P., and were not liable. English cases were cited. Per Lord President (Inglis): "The cheque was paid to D. P., who was a customer of the Royal Bank. The Royal Bank advanced the amount of the cheque at once. They acted only as the hand or agent of D. P. The Clydesdale Bank, on the other hand, where the cheque was presented, paid the money on the understanding that the signature was genuine. When they paid money on a draft of their own customer they were bound to satisfy themselves that the signature was genuine. The Royal Bank, which presented the cheque, had not necessarily any knowledge of the signature. But the Clydesdale Bank must have known the signature of their own customer. They were in the everyday habit of cashing his cheques." II Mar., 1876. Clydse

dale Banking Co. v. Royal Bank, 3 S.C., 586.

Reviews of New Books.

A Digest of the Criminal Law. By Sir JAMES FITZJAMES STEPHEN, K.C.S.I., Q.C. Macmillan & Co. 1877.

The publication of this work marks another stage in the road which Sir James Stephen is tracing out through the "codeless myriad of precedent" and "wilderness of single instances" of English Law. And his present volume, which will form a companion work to the promised new edition of the author's "General View of the Criminal Law," has the great merit of breaking up the ground exactly where it has been generally agreed that codification may most easily begin. Sir James Stephen has succeeded with rare felicity in arousing the interest at once of the professional man and of the layman, of the scientific jurist and of the working man. This is itself a great step towards success, for the many as well as the few must be interested in what touches all, ere any action can fruitfully be taken in so serious a matter. "Demos" can be brought face to face with the question, and when he once realises the value to himself of knowing the duties and forbearances laid upon him by the Law, and the sanctions with which the Law is armed, he will not be the last to say, " put this in plain language, that I may know what I am to do, and what I am to forbear from doing, so that I may not be taken unawares." This is, of course, not the professional view of the question, but it is one which, it cannot be doubted, will have considerable influence in bringing about the desired result. Meanwhile, the usual fate of subjects which are constantly talked about, but in which little or no progress seems to be made, has befallen Codification. Speaking only last year, at the Liverpool Congress of the Social Science Association, Mr. Farrer Herschell, Q.C., in his Presidential address at the opening of the Jurisprudence Department (printed in our number for November, 1876), could say of it, "committees have reported,. commissions have made suggestions, experiments have been attempted, and yet we seem as far to-day from the goal as ever we did." And this he said while saying also, "deliberately," that in his judgment it was "a disgrace to a civilized country that in no branch of its Jurisprudence is there to be found a definite and authoritative exposition of the Law." It is some comfort

to find so earnest an advocate of codification declaring in June of the current year, when presiding over a meeting of the Law Amendment Society, that "he did not despair of codification being accomplished as some did," and pointing out that there was "a growing feeling in its favour which should be taken advantage of." It is interesting to observe that Mr. Herschell, on this occasion, recommended commencing with the Criminal Law, "because we could more easily bring home to the public generally the expediency of having the Criminal Laws written down in black and white than other branches of the Law, and that it was not right for a person to be punished for a crime without having an opportunity of hearing what was and what was not a crime." Whatever the mode ultimately adopted for obtaining the sanction of Parliament to such a measure, Mr. Herschell said that no doubt "all that had passed in India" would be a considerable help. For this part of the work Sir James Stephen is so largely responsible that his assistance could scarcely be dispensed with in the practically virgin field at home. When the learned author of the Digest of Criminal Law observes in his intro. duction that "a Draft Penal Code ought not to be discussed in Parliament until it had been laid for a considerable time before the public," he re-echoes the feelings which have guided jurists in other lands where codification is not so strange a word. We remember being in Italy during the time that the Vigliani Draft Penal Code was under discussion, and that discussion was carried on under exactly the circumstances that we conceive Sir James Stephen to advocate. We were in Turin, and in conversation with one of the Professors of Law at the University of the old Sub-Alpine capital, and had the pleasure of receiving from him a pamphlet of Observations on the Vigliani Project, the joint work of himself and his colleagues in the Faculty of Law. And now that Signor Mancini holds the Portfolio of Grace and Justice, a similar course is being pursued, and, as we notice elsewhere, the order of Advocates has been invited to express its opinion, through its Council, on points involved in the New Draft Code. The Literature of the project is still receiving additions, and we learn that a very extensive work of comparative Jurisprudence has quite lately been commenced by Signor Fanti, of Imola, in which he contrasts the Draft Code, both with previous Legislation in the various Italian States and with Foreign Codes. So it has been in the Netherlands, whose Draft Penal Code has been discussed both by a Royal Commission and by the Cham

bers, by distinguished Dutch Penalists, such as M. Pols, of Utrecht, and abroad by the Society of Comparative Legislation in Paris, as well as by the Review edited by Sigr. Beltrani Scalia, in Rome. In this country there is a harder work to be done than mere criticism, and that is what Sir James Stephen offers us, viz.: "a literal translation of the Acts of Parliament which contain the Criminal Law into the language of common life." He has also weeded out those portions of the Acts which relate to Procedure, as being "a subject in itself separate from, though closely connected with, the matter which ought to be contained in a Penal Code." Here again Sir James is in exact accordance with foreign practice. Parliamentary sanction was given to the drawing up of a Code of Penal Procedure for Italy a few days after the Peace of Villafranca, and it has been in operation since 1862, although Ministeries have risen and fallen without completing the Legislative Unity of the country by a Penal Code. The one implies the other, for of course it would not be possible to work a Penal Code without a Code of Procedure, though it has been found possible to apply a uniform procedure to locally varying Codes, Sardinian, Tuscan, Neapolitan, &c. The Austrian Empire obtained, in 1873, its fourth Code of Criminal Instruction promulgated since the beginning of this century. It is purely Cisleithan in its currency, and there must be a separate Code of Procedure for Hungary when the Penal Code now under discussion is adopted. Sir James Stephen carries out in his present work the useful system of appending illustrations to his enunciations of the Law. These are always to the point, and often interesting from their sources and associations. An Indian illustration, under the article "Extortion and Oppression by Public Officers," brings out the curious fact that neither Macaulay in his Essay, nor Marshman and Mill in their Histories, distinctly state the charges against Warren Hastings. Usually these illustrations are based upon cases to which reference is made in the footnotes, but sometimes (as at p. 272, on making a False Document) they embody what the learned. author conceives would be decided if the particular point were to be raised. Where the Law itself is vague, as on Libel, he submits the propositions which he has drawn up as the nearest approach he can make to a definite statement of the Law. This "near approach" will doubtless be regarded with scarcely less interest. than the "definite statements" found elsewhere. We have found one or two instances, not comprised in the "Corrigenda," in which Homer has nodded. On p. xxix. of the Introduction,