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Vmssv, Thomas, Esq., Solicitor, Baldock, Herts, aged 65. Admitted 1838. Aug. 26.
WALPOLE, Reginald Robert, of Hanslope Lodge, near Stony Stratford, Bucks, and of Lincoln's Inn, Esq., Barrister-at-Law, aged 62. Grandson, paternally, of the Hon. Robert Walpole, brother of the first Earl of Orford, and, maternally, of the late Sir John Hyde, Chief Justice of Calcutta. MA., Caius Coll., Camb. J.P. for Bucks and Northamptonshire. Called I846. Formerly Reader on the Law of Real Property to the Hon. Society of Gray’s Inn. july 28.
WATsoN, John, Esq., Solicitor. Admitted 1862. Sejat. 26.
WELLS, John, Esq., Solicitor, aged 73. Admitted 1829. Aug. 6.
WRIGHT, Thomas Samuel, Esq., Solicitor, Leamington, aged 86. Admitted 1816. Sept. 30.
Yao, William Arundell, of Fremington, Devon, and of the Inner Temple, Esq., Barrister-at-Law, aged 44.. Called 1863. Sept. 9.
A Treatise on the Liability of Stockholders in Corporation-s. By SEYMOUR D. THOMPSON. St. Louis: F. H. Thomas & Co. I879.
Mr. Thompson's treatise deals with a section of the law relating to companies, which he considers has not yet received adequate treatment. “Stockholders in Corporations” is a phrase which means the same thing as shareholders of companies, and Mr. Thompson’s book, of some 500 pages, is occupied entirely with a subject which text-writers in general are content to dismiss in a single chapter. Accordingly, the book before us is as nearly an original work as a law book can well be, being founded on an examination, at first hand, of about 1,300 decisions of the English and American Courts. We have noted with much interest the conclusions to which Mr. Thompson’s examination of the English cases has led him. He believes that the American Courts “in asserting the rights of creditors of corporations against their stockholders, proceed upon higher and clearer grounds of equity than the Courts of England.” If this statement (which refers to the Court of Chancery) wounds our national vanity, we may derive some consolation from Mr. Thompson's second conclusion, “ that the decisions of the English Courts of Law, in the few cases upon this subject which have been decided there, exhibit a higher appreciation of the principles of honesty than that exhibited by the Courts of Equity of the same country.” This is somewhat crudely expressed, perhaps, and there is a shade of unintended cruelty in selecting Lord Justice James as an example of an Equity Judge whose sense of honesty is not so keen as it ought to be. The doctrinal difference which Mr. Thompson has discovered here is that, while in America “a receiver of an insolvent corporation rejlresents creditors, and can assert against the shareholders any right which the creditors could assert if proceeding directly against them," in England “the ofiicial liquidator of a company can only charge shareholders in the right of the company." The tendency of English decisions is to be explained, we think, by the fact that the Common Law conception of a corporation has dominated the constitution of industrial combinations formed under the Companies Acts. The English Company is a partnership transmuted by force of law into a corporation. The English Courts lay stress upon the corporate, the American on the partnership, character. The classical idea of a corporation, with all its mysterious incidents, has been kept alive in England by the existence of a vast number of institutions of all kinds laying claim to that character—hospitals, colleges, municipalities, guilds, ecclesiastical and other bodies. There can be but little of the same kind in the comparatively youthful society of the United States, and the law has, therefore, been free to treat “ corporations ” as what they really are, industrial partnerships
‘under a special constitution.
The contrast to which we have referred runs through the whole of Mr. Thompson’s book, and tends to give it an exceptional interest for English readers. VVe may note also that in the arrangement of his copious materials the author has shown great judgment, and that his criticisms impress us as those of a sound and accomplished lawyer, such as we should expect to find in a former Editor of the Central Law journal.
The Criminal Law Magazine, Vol. I., Nos. I to 5, for ]anuary—~ September, I880. Jersey City, N.]. : Frederick D. Linn and Co.
\Ve hail with pleasure such healthy symptoms of the progress of legal culture in the United States as are evidenced by the contents of these our new contemporaries. The first on our list, edited by Messrs. Stewart Rapalje and Robert L. Lawrence, of the New York and Jersey City Bars, testifies, along with the elaborate Treatise by Dr. \/Vharton on the Philosophy of Criminal Law (itself but an avant~oourier of his larger work), to a growing desire for the scientific study of the problems involved in Penal Law. To the first number of the Criminal Law Magazine, Dr. Wharton adds the weight of his name, contributing one of his always thoughtful and suggestive articles on “Presumptions in Criminal Cases." It would be quite impossible in the brief space at our disposal to do‘ anything like ustice to the wide field covered by this paper. ‘We can only indicate that it takes up in detail a number of the
points most ordinarily recurring in “circumstantial" as distinguished from “direct " evidence, while raising in limine the question whether there really is any “ direct " evidence which is not “ circumstantial.” This is a sufficiently startling question to at once attract the reader's attention, and he Wlll find Dr. VVharton's views set out with great clearness, and with commendable moderation, while the wealth of illustration brought to bear upon the points discussed would alone give a special value to the article. The importance attached to the subject, as a guarantee of the fairness of trial by jury, has led to the reprinting in No. 2 of the Criminal Law Magazine of an article by Judge Shelby on “ Polling the Jury,” which originally appeared in the Southern Law _7ournal. There is also a discussion of an important point in Constitutional as well as Criminal Law, viz., the “ Removal of Criminal Causes from State to Federal Courts,” a right the possession of which might, in a given case, be very precious for furthering the ends ofjustice. Besides its articles, the Criminal Law Magazine contains a certain number of cases reported in full, to some of which, as well as to those reported in the Virginia and Southern Law 7ournals, we hope, from time to time, to draw attention. The Southern Law Yournal, founded and edited by Mr. H. G. McCall, of the Alabama Bar, to carry on the traditions of the former Southern Law jiournal of Tuscaloosa, and Legal Reporter of Nashville, promises to fulfil its editor's hope that he will succeed in making the combined magazine interesting and profitable to the profession. VVe are glad to find, by the second number, that legal education and the proper requisites for admission to the Bar are occupying the serious attention of a Committee of the Alabama State Bar Association. In connection with this question, a suggestion, specially interesting to members of our Inns of Court, is made by Hon. Powhatan Lockett, who urges the Association to recommend “the formation of legal societies after the model of the Inns of Court of England, and that candidates for admission to the Bar be called from these societies by their members."
The French Code of Commerce, with a Theoretical and Practical Commentary, the Text of the Law, a Glossary of French ]udicial Terms, <5-c. By LEOPQLD Gomano, Licencié en Droit, Avoué au Tribunal Civil, Dép‘; de la Seine. London: Stevens & Sons.
New York: Baker, Voorhis & Co. Paris: Marchal, Billard et Cie. 1880.
A law book written in English by a French lawyer constitutes an event in legal literature, as well as an encouraging proof of the practical growth of friendly international relations. In truth, there is scarcely an aspect under which Englishmen and Frenchmen can come into contact or competition which does not find some illustration in such a work as M. Goirand has undertaken. The utility of a book on French Commercial Law, embracing within its scope alike the Law itself, with its proposed amendments, and a Commentary both theoretical and practical, is too obvious to need enforcing. The only real question can be how has so considerable a task been fulfilled ? To this we are glad to be able to give a most satisfactory reply. In M. Goirand's pages WG\CEID easily follow the legal effects of our operations, whether in the purchase of French Rentes, the taking of shares in a French company, the entering into a contract with a French subject, or any of the other manifold cases within the scope of the “ Code de Commerce.” In his Commentary, M. Goirand is occasionally critical as well as
expository. Thus he does not scruple, at p. 176, to condemn as an “obsolete theory" the provision of the existing French Law (Art. 110, s. 1) by which Bills of Exchange require to be drawn in another place from that in which they are made payable. The description given by M. Goirand of the constitution of the French Courts will be of interest to many besides those who may have occasion to become practically acquainted therewith. \Ve must say that there appears to us‘ to be a good deal which is open to amendment in the constitution of the Tribunal of Commerce. That the judge in those Courts should have power to “base his decision upon mere probabilities" (the words are our author's, p. 14) will, we cannot but think, seem to most English readers a very serious drawback to what is otherwise, doubtless, a valuable auxiliary to the Superior Courts. In some other particulars, such as the appointment in certain fixed seats, chiefly large manufacturing and industrial centres, of Arbitral Tribunals (Conseils de Prud'hommes), there is much in French practice which might be commended to the consideration of our own Legislature. In his “Glossary of French Judicial Terms," M. Goirand offers a form of assistance which will be appreciated by all who have had occasion, perhaps at very short