It is very likely that the author's subdivision of the subject was helpful to him in his enormous task of classifying the many thousands of cases with which he was forced to deal, but a classification which is based neither on historical nor on philosophical reason, nor on established use, should not appear in the published book; like the builder's scaffolding, every trace of it should be removed before the public is admitted to the finished edifice. Not only the analysis but the nomenclature is novel. In place of well-known terms, to which we are accustomed, Professor Wigmore presents us with such marvels as retrospectant evidence, prophylactic rules. viatorial privilege, integration of legal acts, autoptic proference, and other no less striking inventions. It is safe to say that no one man, however great, could introduce into the law three such extravagantly novel terms, and Professor Wigmore proposes a dozen. Some of these terms have an unintentionally humorous effect; "autoptic proference" suggests to an ordinary man who has forgotten his Greek, the evidence of a physician before a coroner's jury, rather than such real exhibits as may be presented in evidence at a trial. "Prophylactic rules" suggest the printed directions which accompany a patent tooth-brush. A few of his new terms he had already used in his notes in the last edition of Greenleaf, and their use there met with such a chorus of objection that he has thought it necessary in this work to justify their use; his justification, however, cannot be regarded as a happy one. To use the phrase "autoptic proference instead of real evidence may be of great assistance to the author in sorting his cases and in formulating his text, but it is of no conceivable use to any lawyer who has occasion to consult the book. When we come to the subject-matter we find it admirable in every way. The historical discussions are illuminating, the statement of doctrine is clear and sufficiently precise, and the argument is always enlightening and usually convincing. To select any particular portion of the text for special praise is almost impossible, so uniform is the merit of the work. Whether the author treats (in several parts, as a result of the peculiarity of his analysis) documentary evidence, or the privilege of witnesses, or the hearsay rule, he is uniformly happy in his treatment. His emphasis on the necessity of cross-examination as the basis of the hearsay rule is not quite orthodox, but it is probably correct, logically and historically. The author has drawn his illustrative quotations from many sources with great advantage. It sometimes looks a little remarkable to see a long passage from Burke, or from Professor Sedgwick's philosophical work, cheek by jowl with a passage from an opinion of Baron Parke or Judge Doe; but no lawyer would be any the worse for an excursus into the realms of philosophy or políte literature. Space has been taken for rather long discussions on somewhat unrelated subjects; such as the propriety of granting a new trial where an error has been made in the admission or the exclusion of evidence. It might have been better in some cases (as in the example just stated) if Professor Wigmore had expressed himself a little less positively in a matter outside the strict scope of his work; for his views are, to say the least, questionable. In spite of its imperfections, this is, and must long remain, the best treatise on the common law of evidence. Lawyers must learn to overlook the peculiarities of nomenclature; students must be content to accept the analysis as a convenient division of a vast material: for we have here what we have never had before, and are unlikely to have again, at least in this generation; a complete and accurate presentation of the principles and of the authorities of the law of evidence. J. H. B. THE LAW OF FOREIGN CORPORATIONS and Taxation of Corporations, both Foreign and Domestic. By Joseph Henry Beale, Jr. Boston: William J. Nagel. 1904. pp. xxvi., 1149. 8vo. Some years ago, recognizing the growing need of a practical text-book upon these topics, Professor Beale began the present volume. Unfortunately its publication has been delayed until now. In the meantime, however, the great increase in the number and importance of corporations, doing an interstate business, or conducting their affairs entirely beyond the borders of the incorporating state, has made this subject of pre-eminent importance. By adding considerable new material to the careful fundamental work that had previously been done, and making a thorough collection of cases, the writer has now produced a most welcome and timely treatise. The first general title of the volume is devoted to a general consideration of the nature and the powers of corporations, with particular reference to the jurisdiction by the laws of which they exist. This involves a discussion of the domicile, the residence, and the citizenship of corporations, topics that have often been the subject of considerable confusion. One chapter of this title summarizes the statutes for the formation of corporations of all the States, Great Britain, and the Canadian Provinces. The following titles then consider in detail the rights and powers of a corporation in acting beyond the boundaries of the state which created it. The extent to which it may thus act, its constitutional rights when so acting, the conditions that may be and are imposed upon it by the foreign state, and the status of the foreign corporation in litigation both as plaintiff and as defendant are all very fully and lucidly treated. In the discussion of the jurisdiction of the foreign state over the internal affairs of a corporation, the vexed question of the enforcement of stockholders' and directors' statutory liability outside of the state which imposes that liability is considered with especial thoroughness. This chapter gives the subject a much more adequate treatment than the reviewer has been able to find in any other text-book. A considerable space has been devoted by the author to the main sub-topic of the book, namely, Taxation of Corporations. This portion of the work includes domestic as well as foreign corporations. In fact, in many ways its title might be taxation in general. The difficult matter of situs for the purpose of taxation is made the basis of the discussion, and the general principles of taxation are thus developed and then applied to the many varied forms which corporate taxation assumes in the different states, both with reference to the different variety of taxes, and the different classes of corporations that are taxed. This portion of the volume includes a summary of the corporation taxes imposed by the different states. The work concludes with a discussion of corporations created by the laws of two states, and the receivership, insolvency, and dissolution of foreign corporations. Reference has already been made to some of the digests of the statutory provision of the States and the British Provinces that appear in the book. There are numerous others upon important matters of corporate regulation. This feature greatly adds to the practical value of the volume in the hands of the investor and the incorporator. To the foregoing inadequate summary it is only necessary to add that the author has approached his task with scholarly discrimination, and with the end of practical utility always in view. Few, if any, other treatises deal satisfactorily with this subject, and there is thus a real demand for just such a book. It has been kept quite strictly confined within the proper scope of its title, and there it has been thorough. It ought, therefore, within its field to aid in a considerable degree in clarifying the law. W. H. H. HANDBOOK OF JURISDICTION AND PROCEDURE in United STATES COURTS. By Robert M. Hughes. St. Paul, Minn.: West Publishing Co. pp. xviii, 634. 8vo. 1904. Especially to the student and young practitioner this, the latest of the familiar Hornbook Series, should be welcome. Before its publication, the most valuuable treatise on federal procedure was admittedly that of Mr. Foster. But in his two cumbrous volumes, as in other works that go into greater detail, the reader finds it difficult to extricate the purely adjective law of procedure from the mass of substantive law under which it is hidden. The plethora of legal information which Mr. Foster's book contains impairs its usefulness for anything but reference purposes. Mr. Hughes, on the contrary, by eliminating all that does not strictly pertain to procedure, and by treating what remains in logical sequence and with some attention to literary style, has given us a very readable volume. It contains moreover much that Mr. Foster's book takes for granted, matters of ordinary routine that everybody is expected to know, but which the beginner frequently does not know, -for example, his treatment of how the federal courts are constituted, and what is the elementary procedure for getting a case before them. Since Judge Curtice's collection of lectures on the federal judiciary, there has been no clearer exposition of this particular subject. Mr. Hughes's method of presentation is original and peculiarly fortunate. The practitioner who has made choice of a court in which to bring his action, has no curiosity about the practice of more than that one court. Mr. Hughes, after first helping him to make this choice, more effectually gratifies this restricted curiosity by treating each court of original jurisdiction separately. Repetition is avoided by grouping rules of general application, statutory and otherwise, in two short chapters. The same treatment of each court as a unit is adopted in tracing the case systematically to conclusion in the courts of last resort. It is strange that no previous writer has followed so logical a plan as this. E. E. F. A TREATISE ON THE INCORPORATION AND ORGANIZATION OF CORPORATIONS Created under the "Business Corporation Acts" of the Several States and Territories of the United States. By Thomas Gold Frost. Boston: Little, Brown, and Company. 1905. pp. xliv, 622. 8vo. The first part of Mr. Frost's book is devoted to a comparative study of incorporation law in the various states and territories of the United States. The comparison is made by taking each step of incorporation in order, and in this way the process of incorporation is also minutely described. The established principles of law are briefly stated, and the citations are to the leading cases only. Longer discussions are given to the more unsettled questions, such as the doctrine of ultra vires, the views as to collateral attack of corporate purposes and powers, and the different rules concerning payment for subscribed stock. The second part of the volume contains a synopsis-digest of the general incorporation acts, forms for drawing charters and for various clauses in the charter, and tables of comparison. The book as a whole presents in a practical manner many things which it is important to know, and it seems certain that it cannot fail to be of great service to the practitioner. THE RIGHTS. HE report of the case of Governor Bass v. The Earl of Bellomont, Governor of New York, was found by me in preparing the case of the State of New Jersey in its boundary suit against the State of Delaware. As it has not been published elsewhere, its legal and historical interest seems to justify reproducing the bulk of it where it will be more accessible. It is the first discussion in a court of law of the constitutionality of a colonial statute, and Lord Holt, in considering this, applies the principle, "no taxation without representation," which was the basis of our revolution from England. It contains also a general consideration of intercolonial rights. About the year 1700 a strong movement was on foot in England directed toward doing away with all proprietary governments in America. Such governments existed in East and West Jersey, Pennsylvania, and Maryland. On the other hand, a crown government was in charge of New York and set up pretensions over New Jersey, requiring outward-bound ships from there to touch at New York. This naturally produced a great outcry, with the result that Governor Bass of New Jersey persuaded the Earl of Bellomont, Governor of New York, to try the claim by a feigned issue at Westminster Hall. It is curious to see that the wishes of the many distinguished counsel in this case were not realized. The annals of the time show that the real point in controversy was whether New Jersey had any rightful proprietary government. This question was raised in the case, but not decided. Yet Lord Holt's views, given perhaps obiter, that the Duke of York had no power or authority to divide his "particular franchise" of government of the whole tract, had a great moral effect upon the New Jersey Proprietors by convincing them that expediency required a surrender of their government to the Crown. This they accordingly made in the year 1702. In the leading case of Martin v. Waddell,1 where the charters and grants referred to in Lord Holt's decision are fully set out, Chief Justice Taney came to a conclusion directly opposite to Lord Holt, deciding that proprietary government was rightfully vested in the New Jersey Proprietors by the grants from the Duke of York. It may also be observed that Lord Holt takes a view of the Crown's rights which the colonists have always most strenuously denied. He holds in effect that although the right of government might be granted by the Crown to proprietors, or to companies, yet it might be resumed by the Crown at will. This course was taken by King James II. in 1687, when Governor Andros was commissioned to be governor of all New England, including also New York and New Jersey, and by William and Mary in 1692, when Governor Fletcher was appointed to rule over New York and Pennsylvania, and although Maryland had been granted to Lord Baltimore as a proprietary province, it was actually ruled for many years by governors under commission from the Crown. Chauncey G. Parker. NEWARK, N. J. JEREMIAH BASSE AND JOHN LOFTING PLTS. IN BANCO REGIS, MIDDS 10 May 1700. In an accon of Trover and Conversion of a Shipp called the Hester the Deft pleaded not guilty. By Rule of Court it was to be admitted that the Deft. was Governor of New York with all its Dependancyes. That the seizure and Condemnačon of the said Shipp & Cargoe were pursuant to an Act of Assembly of New York. 1 16 Pet. (U. S.) 369. 2 See 12 Mod. 399; Holt K. B. 332. Parts of the report have been omitted. |