and the issue of paper money and legal tender,' so indispensable in the conduct of business transactions, — are all matters which should be under the control of the highest authority in the nation, not merely for the sake of uniformity (which in itself is an important consideration, but in order that the public may have the best security, and that the financially powerful and grasping may be controlled by the strongest power.

The framers of the Canadian constitution profited by the experience of the United States and other countries in dealing with these matters, and placed them under the control of the Dominion Parliament.

10. The complications liable to arise from leaving such subjects as "Interest," " Promissory Notes," and "Bills of Exchange," under the control of numerous local legislatures, were also avoided by placing these, along with "the regulation of trade and commerce," subjects embracing nearly the whole body of mercantile law, exclusively under the Federal authority.

11. The numerous and dissimilar divorce laws of the States, and the entanglements and difficulties which have resulted, was a lesson to Canadian statesmen, which they did not fail to profit by, consequently the subject of "Marriage and Divorce," is placed by the Canadian constitution under the jurisdiction of the Dominion Parliament.

12. The whole of criminal law and the procedure in criminal matters, subjects upon which it is in the interest of society that there should be no diversity or uncertainty, and which ought pre-eminently to be the same throughout the whole extent of any nation, was also wisely vested in the Dominion Parlia

ment.

In these respects, the Canadian system of government and the Canadian system of Federalism, differ widely. from the system of government and Federalism in operation in the United States of America. But in many aspects and particulars, the two systems are very similar, the Canadian being, to a certain extent,--a copy of the American; or probably it would be more accurate to say that both systems are modifications of the quasiFederal system, under which the colonies and provinces of the British Empire are united with the mother country.

1. In both countries, such subjects as "The Army and Navy," Militia, Navigation and Shipping, Marine and Fisheries, Customs and Excise, Currency and Coinage, Naturalization, Postal Service, Patents of Invention, Copyrights, Trade-marks, Weights and Measures, Bankruptcy and Insolvency, Commerce, Legal Tender, and Indian Affairs, - are made Federal matters.

2. In both, the powers of legislation and government, — both Federal and local, are limited and restricted by a written constitution.

3. In both, the judiciary are the interpreters of the constitution, and of each of its provisions.

4. In both, the courts must decide on the constitutionality of all acts, both Federal and local, when their validity is questioned in actions, or a case is submitted.

5. In both countries, the tendency of legislation and judicial interpretation, does not seem to be so much in the direction of creating a sharp line of division between the Federal and local authorities, as it does in the direction of making the State and provincial governments subordinate to the Federal government.

6. State sovereignty and State autonomy have in many respects become less marked than formerly, and the subordination of the State governments to the Federal government, seems now to be more real than the subordination of the provincial governments to the Federal government in Canada. In other words, the centralizing tendency seems greater in the United States than in Canada. The Canadian act embraces the constitution both of the Dominion and of the Provinces, in one instrument, while the constitution of the United States provides simply for the Federal authorities, leaving the States (subject to certain restrictions and prohibitions), to frame constitutions of their own.

Placing the two instruments side by side, it will be observed that there are no prohibitory provisions in the Canadian constitution, corresponding to the prohibitory clauses in the American constitution.

The object of the Canadian instrument is simply to make as clear and definite a division as possible of the powers of legislation and government, between the Federal and provincial authorities respectively, while the object of the American instrument is

to allot certain Federal powers of legislation and government to the different bodies named in it, and at the same time, to prohibit the exercise by them and by the States of certain other specified powers.

The framers of the American constitution did not attempt the impossible. There is not the same efforts to make the legislative powers of the Federal and State authorities exclusive of each other in the American instrument, that we find in the Canadian instrument.

In determining the constitutionality of a Federal law, the American court has only one question to consider, viz.: "Is the law in question, within the expressed or implied powers conferred by the Federal constitution? While in determining the validity of a State law, the process of investigation is the same as in determining the validity of a provincial law in Canada, there are two questions to be considered, viz.: (1) Does the statute violate any of the provisions of the Federal constitution? and (2) Is it within any of the powers conferred by the State constitution?

Written constitutions, like all other human structures and contrivances, are subject to the universal law of change and decay. They can only be useful to the extent to which their framers could foresee and provide for future wants and future exigencies. They may have been reasonably well adapted to the political conditions existing at the time of their formation, but national growth and political change are continually going on, especially in a new and changing society, and constitutions do not change of themselves. Regarded as phases in the political life of a nation, they are only general temporary guides at best. As soon as adopted they begin to grow old, and obstructive of political progress. Many of their provisions become chafing or cramping, and must be modified and expanded by some vital power in the nation, omnipotent and irresistible, - capable of bursting the framework, or of readjusting and adapting it to the requirements of the living and active forces of the Commonwealth.

The British constitution and the American constitution both furnish examples of this. Parliament is continually changing the former, and the latter has been vastly modified and ex

panded by legislation and by judicial interpretation. And the Canadian constitution must pass through the same ordeal. Just as a man does not mould himself into the shape of the coat he wears, but the coat into the shape of the wearer, so it is with constitutions. They must adapt themselves to the wants and requirements, and to the growth and development of the nation. And when old and worn out, they must be replaced by something new.

The sovereign power should be lodged in some authority possessing the highest political wisdom in the nation, with sufficient inertia to resist changes instigated by volatile caprice or temporary excitement, but at the same time capable of changing the constitution, as changes become necessary. An unchangeable constitution breeds revolutions, and one too difficult of change may provoke unnecessary commotion and violence, or retard political development.

The Parliament of Great Britain is untrammeled by a written constitution, so necessary in a Federal system. It is the embodiment of the national sovereignty, and can change the constitution at any time, as it has frequently done in the past.

The Canadian constitution is the application of the parliamentary system to the Federal system, or the attempted fusion of the two systems. But it contains no provision for altering the Federal compact between the Dominion and the Provinces. This can only be done by the Imperial Parliament, at the request or with the consent of the Dominion Parliament and such of the provincial parliaments as may be concerned.

But, with all its imperfections, it is another achievement in favor of the Federal system, the growth of which has been so prominent a feature in the political movements of this century. EDWARD MEEK.

TORONTO, CANADA.

PRIORITY AS BETWEEN UNRECORDED TRANSFERS OF SHARES AND ATTACHING CREDITORS.

The transfer of corporate stock has been a fruitful source of litigation, and has resulted in placing a great many conflicting decisions upon the lists of reported cases; and perhaps no question arising out of stock transfers has been more frequently and variously decided than that of transfer of title on the books of the corporation. This confliction is due to a difference in the construction of statutes and transfer rules by different courts, and the various theories advanced as to the precise point of time in a transfer when the title passes from one person to another.

It is intended that this article shall treat primarily of the priority of liens as between an attachment creditor and an equitable transferee; and the proposition may be stated thus: Suppose A. to be the owner of certain shares of stock in a corporation, which are registered upon the corporate books in his name. He transfers these shares to B., either as collateral security or for a valuable consideration, and B. accepts them in good faith. After this "equitable" transfer, and before the shares of stock have been transferred on the corporate books so as to stand in the name of B., the stock is attached by creditors of A., who have no notice of the transfer between A. and B. Which has the better title, the attachment creditor, or B., the equitable transferee? and would a purchaser at an execution sale, without notice of the transfer, get a good title to the stock, free of all claims on the part of B.?

I will endeavor to present the idea that the attachment creditor holds the better title; and to show the reasons for giving the purchaser at the execution sale a good title, clear of all equities on the part of unregistered transferees. As a theory this ground is opposed by most of the text-writers, including Cook, Mora-. wetz, Lowell, and Pomeroy; and very strong arguments are put forth in support of the adverse position; but I think that the law