be threatened by political action, so that the nations pledged to do and insist upon what is just and fair may exercise their influence and power for the prevention of war."

While this pledge was in the platform of one party, it was not, in fact, the subject of party controversy, and the enormous majority of over seven million votes given to the candidate standing by that platform justifies the assertion that these words state the true attitude of the American people, as that attitude is now certified in the passage which I have quoted from the President's message to Con

gress.

It is apparent that the attitude of the League and the attitude of America toward this subject do not differ in substance, however much they may differ as to the specific modes of effectuating the common purpose.

The duty imposed upon the Council of the League, "to formulate and submit plans for the establishment of a permanent court of international justice," has been performed, and a convention establishing such a court has been adopted by the League, and has already been ratified by many of its members. It provides for a permanent court of judges elected for fixed periods, paid fixed salaries, engaging in no other occupation, and bound to proceed under an oath which imposes upon them judicial obligation as distinguished from a sense of diplomatic obligation. To this court all nations may repair for the adjudication of their differ

ences.

So much for the nations in the League. It is also true that this court is in substance, in everything essential to its character and function, the same court which under Mr. Roosevelt's administration was urged by the United States upon the Second Conference at The Hague in 1907, and which, at the instance of the United States, was provided for in subsequent treaties between the United States and the principal European Powers, negotiated under Mr. Knox as Secretary of

State in Mr. Taft's administration, but not finally consummated when the war intervened.

Here plainly there is agreement in substance, and the difficulties are formal.

The technical commission which in the summer of 1920 drafted the plan for a permanent court that has been adopted by the League, accompanied the plan by a unanimous recommendation as follows: "The Advisory Committee of Jurists, assembled in the Hague to draft a plan for a Permanent Court of International Justice.

"Convinced that the security of states and the well-being of peoples urgently require the extension of the empire of law and the development of all international agencies for the administration of justice, "Recommends:

"I. That a new conference of the nations in continuation of the first two conferences at The Hague be held as soon as practicable for the following purposes:

"1. To restate the established rules of international law, especially, and in the first instance, in the fields affected by the events of the recent war.

"2. To formulate and agree upon the amendments and additions, if any, to the rules of international law shown to be necessary or useful by the events of the war and the changes in the conditions of international life and intercourse which have followed the war.

"3. To endeavor to reconcile divergent views and secure general agreement upon the rules which have been in dispute heretofore.

"4. To consider the subjects not now adequately regulated by international law, but as to which the interests of international justice require that rules of law shall be declared and accepted.

"II. That the Institute of International Law, the American Institute of International Law, the Union Juridique Internationale, the International Law Association, and the Iberian Institute of Comparative Law be invited to prepare with such conference or collaboration inter sese as they may deem useful, projects for the work of the Conference to be submitted beforehand to the several governments and laid before the Conference for its consideration and such action as it may find suitable.

"III. That the Conference be named Conference for the Advancement of International Law.

"IV. That this conference be followed by further successive conferences at stated intervals to continue the work left unfinished."

Plainly, these recommendations cannot receive effect now, nor until the present emergencies of an unsettled war have. been disposed of. But when the time comes, they will point the way to the performance of the object of the League "for the firm establishment of the understandings of international law," and the identical purpose of the people of the United States, so often declared by their representatives.

It is to be observed that these twothe establishment of a permanent court and the restoration of the authority of international law-are cor-relative parts of the same world policy, upon the substance of which the civilized nations are in agreement.

There can be no real court without law to control its judges, and there can be no effective law without institutions for its application to concrete cases. This is the traditional policy of the United Statesto establish and extend the law declaring the rules of right conduct accepted by the common judgment of civilization and to substitute in international controversies upon conflicting claims of right impartial judgment under the law in the place of

war.

The existing situation presents difficulties and embarrassments in arriving at a common understanding regarding the precise modes in which this general policy shall receive effect; but I, for one, am not willing to assume that the patience and good sense of the diplomacy of the world, including our own country, will be unequal to the task of so disposing of the formal difficulties as to achieve the great object upon which all are agreed.

It is further to be observed that conference upon matters of policy, either per

manent or occasional, on the one hand, and the establishment of law and judicial disposal of questions of right, on the other hand, are not alternative and opposing methods. They are mutually supplemental parts of one and the same scheme to prevent war. Both are methods of bringing the public opinion of the world to bear upon the settlement of controversies. Neither covers the field without the other. Never before has there been such evidence of the power of public opinion as has been afforded by the vast propaganda through which the contending nations in the great war have tried their cases at the bar of public judgment of the world, and have sought to commend their conduct to the peoples of other nations.

The idea that any formula can be devised under the working of which the world can be made peaceable by compulsion, is manifestly in course of abandonment. The public opinion of mankind is so mighty a force, that it is competent to control the conduct of individuals. But it must be an intelligent, informed and disciplined opinion. The exit of autocracies leaves the direction of foreign relations under the ultimate control of multitudinous, ill-informed and untrained democracies. In place of dynastic ambitions, the danger of war is now to be found in popular misunderstandings and

resentments.

How are these vast democracies to be justly informed as to the rights and wrongs of controversies, and the fairness of policies? It seldom happens that the great multitude of citizens can argue out from first principles the complicated and difficult questions of right and wrong involved in international relations. It seldom happens that the subject is not obscured by misinformation and misleading suggestion, and by appeals to passion rather than to judgment. The only mode of meeting this great and vital need, dictated by reason and approved by experi

ence, is the establishment of institutions through which, when strife is not flagrant, the deliberate and unbiased opinion of mankind may declare and agree upon the rules of conduct which we call law, by which in times of excitement judg ment may be guided, and by which the peoples may be informed of the limits of their rights and the demands of their duties; and by the establishment of institutions through which disputed facts may be determined and false appearance and misinformation may be stripped away and the truth be made known to the good and peaceful peoples of the world by the judgment of impartial and respected tribunals. In such institutions rests the possibility of growth of development for civilization. Through them may be established by usage the habit of respecting law. They may create standards of conduct under which the thoughts of peoples in controversy will turn habitually to the demonstration of the justice of their position by proof and reason, rather than by threats of violence, so that the time will come when a nation will know that it is discredited by the refusal to maintain the justness of its cause by the procedure of justice.

The

This is the work of international law, applied by an international court. process will be slow, but all advance of civilization is slow. Not what ultimate object we can attain in our short lives, but what tendencies towards higher standards of conduct in the world we can aid during our generation, is the test that determines our duty of service. The conditions which will hinder and delay effective action for the re-establishment of law are many and serious, but we must prepare. When the time for action comes, it must find the results of study, discussion and matured thought ready, as material for authoritative judgment by the nations, and, meantime, the voice of the least of us may be of some avail, urging that force be repressed and expediency

DONNELLY, J. Demurrer by plaintiff to defendant's affirmative defense to the first cause of action set forth in complaint. This cause of action sets forth a claim for damages against the defendant in the sum of $8,662.50, arising out of the alleged failure of the defendant to give the plaintiff, or her testator, who was the holder of record of 35 shares of the capital stock of the defendant, a reasonable opportunity to subscribe to a proportionate amount of its increased capital stock. The complaint alleges the holding of a special meeting of the stockholders on October 24, 1918, at which the stock was increased from $2,000,000 to $5,000,000, and a resolution was passed authorizing the defendant's directors to offer the increased stock to its stockholders pro rata at $150 per share, payable in cash, and that the defendant, pursuant to such resolution, made an offer to its stockholders on or about November 4, 1918, and that the proportionate amount of the increased stock to which plaintiff's testator was entitled to subscribe, by reason of his ownership of 35 shares, was 52% shares. It is also alleged that plaintiff's testator died on November 10, 1918, and that letters testamentary were issued to plaintiff on December 11, 1918; that the testator and his representatives were at all times ready, willing, and able to subscribe for the said 522 shares of increased stock, which was worth greatly in excess of the subscription price of $150 a share, but that the defendant failed to give the plaintiff's testator and his

legal representatives a reasonable opportunity to subscribe to the same, and in violation of their rights disposed of said 52% shares on or about December 15, 1918, to its directors, or some of them. It is also alleged in article sixth on information and belief that the plaintiff's testator received no advance notice of the stockholders' meeting held on October 24, 1918, and had no knowledge that the meeting was being held, and that no advance notice of the meeting was given or sent to him at his last known post office address.

The answer, in addition to denials of various allegations of the complaint, contains a separate affirmative defense to the first cause of action, in which there are no denials, and which, among other things, allege as follows:

"On or about October 24, 1918, the capital stock of the defendant was duly increased from $2,000,000, divided into 20,000 shares, of the par value of $100 each, to $5,000,000, divided into 50,000 shares, of the par value of $100 each, pursuant to a resolution duly adopted by more than a majority of the stockholders of the defendant, at a meeting of the stockholders duly held on October 24, 1918. A copy of the notice of said meeting, stating the purpose thereof, was inclosed in a sealed, postpaid envelope, addressed to Albert Sherman Hoyt, Post Office Box 250, Yokohama, Japan, which was the address of the said Albert Sherman Hoyt appearing on the books of the defendant, and the last address which he had furnished it, and was his last address known to the defendant, and was duly mailed on or about October 7, 1918. Accompanying the said notice was a circular letter to the defendant's stockholders, stating the reasons for the said increase of its capital stock, and that it was of great importance to have all the new stock issued and paid for before the end of the year 1918, and further stating that the new stock would be issued to the stockholders, in proportion to their holdings, at $150 a share, and that one-half of the purchase price would be called for in about 30 days from the time of the increase, and the remaining one-half in about 60 days.*** At the times herein before mentioned and for some time prior thereto, the defendant had, pursuant to authorization from the said Albert Sherman Hoyt, sent checks for dividends on the stock standing in his name to the Title Guarantee & Trust Company, 175 Remsen street, Brooklyn, New York, and knowing that there would not be time for the said Albert Sherman Hoyt to exercise his right to subscribe for a proportionate part of the increased stock within the time fixed for the stockholders, if the subscription warrant were sent to him at his registered address in Japan, above mentioned, the defendant sent a copy of said letter of October 25, 1918, to the said Title Guarantee & Trust Company, with a letter inquiring whether it was authorized to take any action in connection with the said subscription rights on the said stock standing in the name of Albert Sherman Hoyt. In reply to the said letter the Title Guarantee &

Trust Company informed the defendant that the said Albert Sherman Hoyt had returned to America, and that his counsel in New York City, who attended to all his personal business affairs, were Steele & Otis, 25 Broad street, New York City, and that the matter should be taken up with them. The defendant fully believed that the said Steele & Otis did have charge of the personal business affairs of the said Albert Sherman Hoyt, and it accordingly sent the subscription warrants, covering the rights on the said stock standing in the name of the said Albert Sherman Hoyt, to the said Steele & Otis, on or about November 4, 1918, and asked them for instructions in regard to the exercise of the said rights, but the defendant received no instructions from them."

It is conceded by both parties that it is the law of this state that an old stockholder has a vested right to take his proportionate share of the new or increased stock at par, in the absence of laches or acquiescence. It is likewise conceded that a majority of the old stockholders have a right to fix reasonable conditions and regulations concerning an increase of stock, particularly as to time. Stokes v. Continental Trust Co., 186 N. Y. 285, 78 N. E. 1090, 12 L. R. A. (N. S.) 969, 9 Ann. Cas. 738; Sommer v. Armor Gas & Oil Co., 71 Misc. Rep. 211, 128 N. Y. Supp. 382.

The only question, therefore, presented by this demurrer, is whether or not a reasonable notice, or any notice whatever, of the right of the plaintiff's testator to subscribe to his proportionate share of the increased stock was ever given. It appears from paragraph 1 of the separate defense that the address of plaintiff's testator appearing on the books of the defendant was "Post Office Box 250, Yokohama, Japan." It is not alleged that any such notice was mailed to said address, or any other address specifically authorized or designated by plaintiff's testator; but in lieu thereof an excuse for not sending such a notice is set forth in paragraph 3 of said separate defense.

Stockhoiders are entitled to a reasonable time in which to subscribe. A reasonable time was not given to the plaintiff's testator; in fact, no time at all was given to him, as it appears on the face of the separate defense that no notice whatever was sent to him, and the facts set forth in lieu thereof do not constitute laches or waiver, within the meaning of Sommer v. Armor Gas & Oil Co., supra. Demurrer sustained, with $10 costs.

NOTE-Right of Stockholder to Subscribe to New Issue of Stock.-Upon an increase in capital stock of a corporation, a stockholder is entitled to maintain his proportionate influence, and for that reason must be given an opportunity to purchase a proportionate amount of the new shares before they can be offered to outsiders.

Kingston v. Home Life Ins. Co., Del., 101 Atl. 898; Hammer v. Cash, Wis., 178 N. W. 465.

However, an issue of new stock may be upon such terms as is voted by the stockholders within the scope of legislative sanction, and accordingly stockholders may surrender or be deprived of their right to subscribe to new stock. Brown v. Boston & M. R. Co., Mass., 124 N. E. 322.

Where an increase in the capital stock of a railroad was authorized by amendment of its articles of incorporation for the purpose of building an extension, and it was provided that stock not necessary to be sold should be held, a stockholder is not entitled under the amendment to purchase a proportionate number of new shares and, the extension being abandoned, an issue of new stock to the president, who was a shareholder, was unlawful. Hammer v. Cash, Wis., 178 N. W. 465.

The directors of a corporation cannot vote a new issue of stock and subscribe for it themselves, without giving the stockholders generally an opportunity to subscribe in proportion to their existing holdings. Glenn v. Kittanning Brewing Company, 259 Pa. 510; 103 Atlantic 340. There is a valuable note appended to this case in L. R. A. 1918 D, 741.

One who acquires corporate stock without knowledge that the corporation had previously given third person exclusive right to subscribe to corporate stock to be thereafter issued, cannot attack such contract. Kingston v. Home Life Ins. Co., 101 Atl. 898.

A stockholder who is entitled to a share of an increase of stock saves his rights by protesting against the sale of it to another, without making a demand for his stock and tender of the price. Stokes v. Continental Trust Company, 186 N. Y. 285; 78 N, E. 1090, 12 L. R. A. (N. S.) 969.

The twenty-second annual meeting of the South Dakota Bar Association will be held at Watertown, August 3 and 4, 1921.

The annual address of the President will be made by Mr. Claude L. Jones, of Parker. The annual address will be made by Mr. Robert L. Stewart, of Chicago. Other addresses will be made by the following: "Economic and Juridicial Consideration of Hydo-Electrics, apropos Chapter 257, Laws 1921," by Mr. William M. Potts, of Mobridge; "Small Claims Court Procedure," by Hon. John Howard Gates, of the Supreme Court of South Dakota; "The Tendencies of Our Profession," by Mr. George Philip, of Rapid City; "The Bench and the Bible," by Mr. James Brown, of Chamberlain.

Following the afternoon session on Thursday, there will be an excursion on Lake Kampesa, and in the evening the annual dinner will be given at the Country Club.

HUMOR OF THE LAW.

When young he seemed quite promising,
Did little Willie Thomas,

And, true to form, he grew up and
Was sued for breach of promise.

Scene, a South Carolina courthouse. Judge, Irish. Prisoner, Irish. Accuser, a six-foot negro whose jaw bone had been broken by the Irish fireman.

"And you say this perfectly respectable sailor broke your jaw without you ever having spoken to him, and you a complete stranger?" "Yes, judge; ah was just sitting on a stone pile takin' the sun when this man struck me full on the jaw." "But you must have done something?" "No, judge; ah was just sittin' in the sun." "But why should this perfectly decent stranger break your jaw if you were just sitting in the sun?"

"Beats me, judge. Ah don't know; ah was just sittin' in the sun singing when-"

"Ah, singing," says the judge; "what were you singing?"

"Ah was just humming 'Sure Ireland must be heaven, for me mudder came from dere'."