year (1872), by authority of the Legislature, Thompson and Steger published what has often been erroneously called a “Revised Code." They had no authority to change any law or to supplement the Code, but simply to bring forward as nearly as possible the acts passed since 1858, and place them under the proper heads in the old Code, and this they did with credit to themselves and profit to the State. Eleven years thereafter (1883), so much confusion had arisen by reason of the many changes, that Milliken and Vertrees were empowered by the Legislature to, and did, bring out what is also erroneously called a "Revised Code," for their authority was no greater than that of Thompson and Steger. This work has been of great assistance to the profession and the people at large; but ten years have elapsed since then, in which as many changes have taken place as at any period of the legislative history of Tennessee; and, as nothing can be done in the present Legislature or until the meeting of the next regular session, or until fourteen years will have elapsed since our last compilation, I deem it of imperative necessity that we have now a new Code. Understand, I do not mean a compilation, an addition or an addenda, but a new Code from the beginning to the end; and I am satisfied that a Code can be prepared about one-half the size of the present Code, and containing as much as one-third more

matter.

The language of the act under which Milliken and Vertrees brought out the present edition of the Code is very equivocal, and these editors appear to have felt themselves authorized to really revise some of the statutes, instead of bringing the same forward in hæc verba. This is notably the case with that important law known as the married woman's act of 1869-1870. That act, as it appears in Milliken & Vertrees, is torn asunder, and is given a wholly different meaning, in some most important respects, from that of the original act. I was very much surprised recently, upon reading the unreported case of Vick v. Gower, to be found at page 677 of 21 S. W. Reporter, that Lurton, C. J., was led into the error of misquoting this act of 1869-70 by adopting § 3350 of Milliken & Vertrees as a part of his opinion. If you have a book with the seal of the State upon it, which misleads even your supreme judges, of what

value is such a book to the great body of the plain, unlearned people of the State.

Take your corporation law. Such is the confusion therein that no lawyer dare give advice without going through the original acts, and this state of affairs has grown so grievous that Mr. W. F. Barclay has recently, at his own risk, brought out a volume embodying the laws upon this subject, which appears to have met with great favor. I heard a distinguished lawyer declare in a public address before the Judiciary Committee of the present Legislature that, if a new Code was not brought out, the word "Dangerous" ought at least to be stamped upon the last edition of the Code, so as to warn the public of the hidden dangers lurking therein.

Contrast the policy pursued in Mississippi with the Tennessee policy in regard to Codes. In 1857, Mississippi published a Code, just one year prior to our Code. In 1871 she published a new Code; again in 1880 a new one, from stem to stern, was prepared by Judge Campbell, and in 1892 another one appeared, being the work of a commission of three able lawyers. This last Code is less than half the size of our Code, and no lawyer, who is acquainted with that Code and our Code will hesitate for a moment to say that the Code of Mississippi is infinitely superior to ours. A moment's reflection will show the reason for this: Our Code was written thirty-five years ago, when there was not a single city in the State, and we were almost in a pioneer condition; there were few railroads; the great bulk of the property consisted of negroes and plantations, which, by the emancipation proclamation, and the decline in country property, and a great increase in the value of city property, as well as in personal property, stocks, bonds, and the like, has almost reversed the state of affairs which existed at that time. The very foundations of society have been torn and uprooted, and the social status entirely revolutionized, and all of the laws passed since that time, recognizing and providing for these changes have been plastered into the old Code from time to time, until the whole is almost a Chinese puzzle, or has the appearance of a crazy-quilt both to the learned and to the unlearned.

Our Code is a monster in size when compared to the Code of

Italy or the Code Napoleon. What is to be desired in a Code is brevity and precision, and this can never be had by fragmentary legislation. There are statutes upon our books which have been amended at least a dozen times, and this is not unusual, but of frequent occurrence. So that the very utmost confusion exists in our statute laws, and the one way out of the difficulty,. as I believe, is to appoint a commission of men who have made a study of the statute laws through their lives, and who are noted for their native ability, for their patriotism, and for their learning in the law; the result of their labor to be reported two years hence to the next session of the Legislature to consider the Code, as prepared, adopt it with or without modification, or reject it, as the exigencies of the case may require.

No more cheap-John expedients should be tolerated. Pay your compilers at least $5,000 each, and let the State bring out a good book at the lowest possible cost, so that men of small means can afford to own a copy of the laws of their State, and so arranged that all may easily consult and understand its provisions. The State paid Messrs. Return J. Meigs and Wm. F. Cooper $4,000 each for their labor in compiling the Code of 1858, which was a great work for its day and time, and Messrs. J. B. Heiskell, Micajah Bullock, and S. T. Bicknell were a subcommittee appointed from the joint select committee of the two houses of the Legislature to examine the report of the compilers; and in recognition of their efficient services the Legislature directed that their names be printed on the title-page of the Code, and a subsequent Legislature voted to them a suitable compensation.

These distinguished men met the responsibilities of that day and time, and fully discharged their duty to the State. Other days and other times are upon us. With these have come other duties and other responsibilities. Will the profession assert itself, and meet the responsibilities clearly resting upon it? This is the question, Mr. President, which the lawyers of the State should decide, for be assured if they are united the people of the State will cheerfully yield to their decision.

STATUS OF FOREIGN CORPORATIONS DOING BUSINESS IN TENNESSEE.

JOHN H. WATKINS.

It is the settled law that a corporation is not a citizen within the meaning of Article 4, Section 2, of the Federal Constitution, providing that "the citizens of each State shall be entitled to all the privileges and immunities of citizens in the several States." So, a corporation created by the laws of one State, has no absolute right to do business in any other State.

A State may exclude foreign corporations altogether, or admit them upon such terms and conditions as it sees fit. This has been a fixed principle of constitutional construction since it was announced by Chief Justice Marshall in Bank of Augusta v. Earle, in 13 Peters.

In Chapter 31 of the Acts of 1877, the Tennessee Legislature saw fit to declare "the terms on which foreign corporations, organized for mining or manufacturing purposes, may carry on their business, and purchase, hold, and convey real and personal property in this State." This act was amended by Chapter 122, of the Acts of 1891, so as to make the provisions of the former act "apply to all foreign corporations that may desire to own property or to do business in this State."

It is provided in these acts that the foreign corporation shall file with the Secretary of State a certified copy of its charter, and cause an abstract of the same to be recorded in the office of the register of each county in which such corporation proposes to do business or acquire lands."

Section 3 of the act of 1891 reads as follows: "It shall be unlawful for any foreign corporation to do or attempt to do any business, or to own or to acquire any property in this State without having first complied with the provisions of this act; and a violation of this statute shall subject the offender to a fine of

not less than one hundred dollars nor more than five hundred dollars, at the discretion of the jury trying the case."

Now, what is the effect of a failure to file the charter and abstract as required? Is the money penalty imposed upon the corporation to be considered as a remedy exclusive of all others? Or, is a contract, made in violation of the statute, invalid and unenforcible? And, if so, can the corporation, in defending a suit upon such contract, rely upon its failure to comply with the law?

In the case of the Carey-Lombard Lumber Company v. Thomas, decided at Jackson at the last term, the complainant was a foreign lumber company, claiming the benefit of the second section of the act of 1889, providing for the removal of lumber and other materials furnished for building upon property belonging to a married woman, in the event they were not paid for. It appeared that the complainant's charter was registered in the office of the Secretary of State on July 25, 1891, and an abstract registered in Shelby County on July 28, 1891.

It did not appear that such registration was made at any prior date. In the course of the opinion, Judge Wilkes said: "After this act went into effect, March 21, 1891, by its terms and provisions this foreign corporation was not authorized to do any business or to own any property in Tennessee until the provisions of the act were complied with. It could, therefore, own no property and make no legal contract in Shelby County, where this property was situated, until the abstract or memorandum was recorded in the register's office of that county, which, as before stated, was the twenty-eighth of July, 1891. All contracts made by it, and all business transacted by it, in Shelby County, prior to that date, was illegal, and no rights of property or of action could exist in it prior to that date. It follows that such company can have no remedy growing out of any transaction before that date, in Shelby County, and can recover upon no contract, express or implied, entered into before that date, and is not entitled to retake or recover any materials or lumber furnished prior to that date."

And, upon dismissing the petition for rehearing, the court approves the decision in Stevenson v. Ewing, 3 Pick., 50, where it was held that a real estate broker who is forbidden, by statute,