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Examination some testing of the aspirant's acquaintance with the Theory and Practice of that portion of Economical Science which is to be the field of his subsequent labours. To a candidate seeking “honours” in such an Examination, the study of such a work as the “Theory and Practice of Banking ” could not fail to be helpful both at the time and in his after career. To all who, whether in the exercise of the Legal Profession, or in the daily business of Banking and other Financial transactions, require at once a clear grasp of 'Theory and an “ Aide-Mémoire" of Case-Law on Banking, we may recommend the careful study of Mr. Macleod's interesting and valuable work.
A Treatise on the Doctrine of Ultra Vires, being an Investigation of the Principles which limit the Capacities, Powers, and Liabilities of Corporations, and more especially of Joint Stock Companies. By Seward Brice, M.A., LL.D., London, of the Inner Temple, Esq., Barrister-at-Law. Second Edition. Revised throughout and re-written, greatly enlarged, and containing the United States and Colonial Decisions. Stevens and Haynes. 1877.
The doctrine which forms the subject of Mr. Seward Brice's elaborate and exhaustive work is a remarkable instance of rapid growth in modern Jurisprudence. Owing its rise, as it seems, almost solely to the great Railway Mania of 1845, it is now prominent on both sides of the Atlantic, and this is the case to such a great extent in the United States that one of our Legal contemporaries there expressed in 1874 the opinion that within the subsequent Decade it would assume a large Political as well as Legal importance. In fact, the value of Mr. Seward Brice's book to the American as well as the English practitioner has been shown not only by a large sale of the English edition in the United States, but also in another way which the defective state of existing arrangements in regard to International Copyright usually renders less satisfactory to author and publisher. An American edition of Mr. Seward Brice's work will not, however, now be needed, as the author has paid great attention throughout the present issue to the decisions of the various Federal and State Courts, as well as to those of the Canadian Courts, in matters affecting the doctrine of Ultra Vires. His book, indeed, now almost constitutes a Digest of the Law of Great Britain and her Colonies and of the United States on the Law of Corpora. tions—a subject vast enough at home, but even more so beyond the Atlantic, where Corporations are so numerous and so powerful. Such bodies form, as our author justly observes, "an Imperium in Imperio.” The extent of power which they may attain is as yet, perhaps, more visible in the history of New York and other “Rings” than in our own country; but it is sufficiently perceptible to show us the value of a Treatise so carefully formulating the general principles of the Law, and noticing its specific application in decided cases. Mr. Seward Brice relates that he has embodied a reference in the present edition to about 1,600 new cases, and expresses the hope that he has at least referred to “the chief cases." We should think there can be few, even of the Foreign Judgments and Dicta, which have not found their way into his pages. The question what is and what is not Ultra Vires is one of very great importance in commercial countries like Great Britain, and the United States. . It might, indeed, have been well for some of the American Railways if the Federal or State Courts had given such a judgment as that by which Kindersley, V.C., in the case of the Attorney-General v. Great Northern Railway Company, decided that a Railway Company might not carry on à trade in coal without special authorisation in their Act. Some other decisions as to what is Ultra Vires seem scarcely so well founded; but the whole subject has grown up with modern requirements, and is intricate in proportion with the manysidedness of Modern Civilisation. Corporations have been described as having the attribute of “immortality.” It is better, we think with Mr. Seward Brice, to speak of them as having a “continuous identity.” The members of a Corporation, in fact, however remotely the successors of those first associated, are clothed with the Legal “persona " of the original Corporators, and perpetuate their identity. The “Sacra Gentilitia," so to speak, of the Corporation are duly performed so long as there remain members to exercise the functions required by Law for preserving the continuity of the Body Corporate. And as we may go to the Roman Law for an illustration of the continuous identity of Corporations, so must we for the adequate understanding of the doctrine of Novation—a word which has come into use of late years, and has grown with the same rapid growth as Ultra Vires. The principle, indeed, had not to be discovered, but the name given to it by the Roman Jurists was somewhat strange in English ears when recent cases, involving questions under the amalgamation of companies, gave it a striking prominence. It is not likely now to be forgotten; and Mr. Seward Brice takes care to give the relative Texts from the Digest and Institutes, and from Ulpian, as well as the illustrations inserted in the French Code Civil (Arts. 1271, 1273), of the various modes in which Novation is effected in France. We must confess to a certain astonishment that in his quotation of the Roman Law, at the top of p. 704, the learned writer should have allowed “ pugillus " to stand for “pupillus." But we are aware that sometimes one's very familiarity with a text prevents the observation of errata, and the volume, containing, as it does, nearly a thousand pages of matter, and embracing every possible variety of citation and reference, seems to be, on the whole, singularly free from such faults. Mr. Seward Brice has done a great service to the cause of Comparative Jurisprudence by his new recension of what was from the first a unique text-book on the Law of Corporations. He has gone far towards effecting a Digest of that Law in its relation to the Doctrine of Ultra Vires, and the second edition of his most careful and comprehensive work may be commended with equal confidence to the English, the American, and the Colonial Practitioner, as well as to the Scientific Jurist.
Annuaire de l'Instilut de Droit International. Première Année. Gand, Bureau de la Revue de Droit International, Rue de l'Université. 1877.
This handsome little volume, edited by the indefatigable General Secretary of the Institute of International Law, contains much that cannot fail to be of interest in the present aspect of Europe. Besides the Minutes of the Session of 1875 at The Hague, and a good account of work distributed among the Members since that meeting, M. Rolin-Jaequemyns has given a sketch of the origin of the Institute, of its Foundation Conference at Ghent, in September, 1873, and of its Geneva Session in 1874. The most original feature of the work is Part III., which consists of a careful Chronological List of the principal events connected with Legislation or Diplomacy throughout the civilised world from January, 1874, to July, 1875.
Part IV. contains a useful selection of the most important International documents, Treaties, Conventions, &c., between the same dates, and the volume concludes with the first instal. ment of a Bibliography of Works bearing on International Law, published within the same period. It is to be hoped that M, Rolin-Jaequemyns will not find that he has overtaxed his strength in attempting to compress so much information within
so narrow a compass, in addition to his already heavy labours in his secretarial and editorial capacities.
Commentaries on the Liberty of the Subject and the Laws of England Relating to the Security of the Person. By JAMES PATERSON, M.A., Barrister-at-Law. Macmillan & Co. 1877.
We have here a remarkable work. It combines the merit of being at once scientifically legal and philosophical. It discusses the reasons on which Laws were founded, and supplies the authorities on which their administration is now, day by day, conducted. The most ancient writers are summoned to tell us why Legislation, even in its crudest form, took a particular course; the most recent Reports explain to us what have been and are the constructions put upon the oldest decisions and the latest Statutes. The Law has long required some such book, and it is to be hoped that it will be followed by others of a similar character. With the exception of Blackstone's immortal Commentaries, there never yet has been a work which attempted to philosophise upon the principles of, and at the same time to report with accuracy the decisions upon, the Law. The author of the present work has attempted this much-desired labour, and has achieved a considerable measure of success in the attempt. One leading principle, not much considered by legal writers in general, he affirms with distinctness—that is, that the great characteristic of Positive Law is negative. Men are told not what they shall do, but what they shall not do. When Law is called the “rule of conduct," the phrase is a misdescription. Law would be much more truly described as the prohibition of misconduct. All individual men are supposed to have natural tendencies to self-indulgence, which, for the purposes of the Common Good, must be in the individual repressed. The most ancient and one of the most revered of Law-givers, Moses, in the Ten Commandments, has but one in the positive form. All the others are negative or prohibitory; and all legislators since his time have followed the precedent of their grand original.
This is the first great principle asserted and well worked out in Mr. Paterson's book. But the applications of it are, as may be supposed, multitudinous. A work on “The Liberty of the Subject, and the Security of the Person ” could not fail, in this free country, to be almost prodigal in illustrations. Both matters have been the earnest objects of popular desire and of legislative labour from the earliest times of England. In other countries the Liberty of the Subject has been an object of little consideration with Governments; here it was always deemed one of high importance, and, though clever and daring despots again and again ventured to treat it with disregard, they almost always had to suffer from a pursuing Nemesis which left, at least, something like a suggestive warning to a wilful successor. As to the Security of the Person (in matters with which the Liberty of the Subject was not concerned), there was, anciently, a degree of anxiety manifested by Law and Lawyers, which is not, unhappily for the security of the weak and defenceless, quite so strongly manifested at the present day. The continual exhibition of a violent and vir dictive temper would not in former times have been accepted as a proof of insanity that ought to relieve a criminal from suffering the extreme penalty of the law, but rather as an evidence that he was properly the object of its exercise. But men constitute nations—men change, and therefore nations change. Whereas at one time there was almost a relentless pursuit of a person supposed to be a murderer, and a very unhesitating punishment of him, together with an unsparing treatment of his body afterwards (as the author fully explains in the 8th Chapter), now a clever ex parte statement, skilfully presented, frequently saves an undoubted criminal from the just penalty of the Law.
Although we cannot agree with all Mr. Paterson's conclusions, some of which seem not entirely free from the influence of crotchets, his work undoubtedly possesses merit of a high class, and is well worthy the study of the Philosopher and the Lawyer.
An Analysis of M. Ortolan's Institutes of Justinian ; including the History and Generalisation of Roman Law. By T. LÀMBERT MEARS, M.A., LL.D. (Lond.), of the Inner Temple, Barrister-at-Law. Stevens & Sons. 1876.
We fear that much obscurity yet clouds the understanding of Roman Law in England, and of the position which it must hold in any attempt at giving a scientific legal education. Whatever may come of the efforts repeatedly made by Lord Selborne to establish a Legal University, or of the not very dissimilar views which the Lord Chancellor has lately expressed regarding the systematic course of higher education in Jurisprudence which he is desirous of seeing carried out, the study of the works of the