to satisfy either of the requirements renders the stock-holder liable. It follows since no man may be the judge in his own cause, that even though "dummy directors" do come to a judgment such is not conclusive if they are real dummies, because they are the creatures of one of the parties interested in the result.

FEBRUARY. Early Suggestions of Written Constitutions.-G. E. SHERMAN. The writer traces written constitutions back to B. C. 411, when the revolutionists sought to frame the government of Athens according to the terms of a carefully prepared constitution. A similar idea was manifested in the declaration made at the time of the general alliance in B. C. 378. Under different conditions, but with similar aims, it was twice sought in English history to place. the kingdom under a definite scheme of written law; first under the provisions of Oxford about 1260, and later on, at the time of the Commonwealth. It is to the highly trained legal consciousness of the seventeenth century which had developed, in an extraordinary manner, plans and details of constitutional limitation, to which we owe the colonial charter, an instrument that gave rise to the idea of a written constitution for the United States.

MARCH. Beginning of Carriers' Liability.-Jos. H. BEALE, JR.1 The carrier's responsibility does not begin until the moment when he assumes possession. If a carrier sends for parcels at the house of shipper it would seem that he becomes liable there, where his servant accepts the parcel. Where goods are taken out of the vehicle in which they are brought to the conveyance of the carrier, the tackling by which the transfer is effected usually belongs to, or at least is operated by the carrier; and in that case the carrier's responsibility begins as soon as the goods are attached to the tackling. The determining fact in such a case is the control of the machinery. It is not sufficient delivery to the carrier to place the goods where he may conveniently get them. The consent of the carrier to receive goods when placed in a certain place may be established by evidence of a special custom to that effect. This often happens in a union station, where goods arriving by one carrier are delivered by it to a second carrier. Where the owner of the goods goes along with them and exercises some care over them, it becomes a question whether the carrier is responsible. Sometimes a bill of lading is issued by the servant of a carrier without a delivery to the carrier of the goods named in the bill. Such issue does not make the carrier responsible. The principles stated are fortified by abundant citations.

H. H. W.

1 Choate.

FEBRUARY. The Three Departments of Government and Their Relation to Each Other.-HON. CHARLES E. LITTLEFIELD. Impulsive and often ill-considered response to public sentiment by the enactment of redundant legislation, in Mr. Littlefield's opinion, is perhaps the chief characteristic of the legislative departments in our governments today. He points out the constitutional landmarks within which congress should confine itself. In the executive the modern tendency is towards an encroachment upon the legislative department through the medium of the treaty-making power and through the power to suggest legislation. Instead of confining himself to suggestion in this respect, the executive is apt to assume the role of whip, using the cudgel of patronage.

Coming to the judicial department Mr. Littlefield, in a most interesting fashion, argues at length against the constitutionality of federal regulation of insurance. That subject cannot in any sense be handled by congress under its constitutional power to regulate commerce between the states.

MARCH. The Juvenile Laws of Colorado.-BEN B. LINDSEY. The attention of those having acquaintance with the advancements of the day hardly needs to be called to the children's court of Denver. Judge Lindsey is one of the judgs of the county court of Denver, and has especial charge of the administration of the juvenile laws. He writes with a firm conviction of the value of such courts to society.

Insurance as a Commodity.-EUGENE A. GILMORE. Prof. Gilmore does not see how the advocates of federal regulation of insurance can get away from the doctrine of Paul v. Virginia. The essence of insurance is not the exchange of property, tangible or intangible; it is an undertaking to do an act at a particular time and place. The business, inherently, is not commerce, and cannot be made so by legislation, however specific. R. V.

NORTH AMERICAN REVIEW.

NOVEMBER, DECEMBER AND JANUARY.-In each of the issues named there is an article on the subject of Congressional Rate Making for Railways, the first by J. Walter Lord, the second by Albert S. Bolles, and the last by J. C. Cessna.

The first writer views the question from the points of view of discrimination, extortionate rates and the private car system. He considers that if congress merely lays down the rule that rates shall

be reasonable there would seem to be no objection, on constitutional grounds, to investing the Interstate Commerce Commission with power to apply the standard in each particular case, going one step farther than it now does.

He considers that the present laws are sufficient on the subject of discrimination and that they have in fact almost abolished that evil; and finally, that the situation seems to demand congressional action looking toward a remedy of the evils of the private car system.

The article by Professor Bolles is extremely conservative, and contends that in establishing reasonable rates the railroads have already accomplished enough to justify the government in continuing its present policy of non-interference, with the rational expectation that, ultimately, the railroads will solve the problem themselves.

It is stated that the great cause of the evil lies in the inequalities of discrimination, and that if the government confines its attention to discovering and punishing the cases of rebates and other unfair advantages given to one shipper over another, by placing everyone on an equal footing, the transportation problem will be completely solved.

He also shows that it is almost impossible for the government to fix a standrad rate that shall be fair to the railroads, and concludes: "If the proposed action by the government were based on a clearer apprehension of the difficulties, and with a manifest purpose to advance rates when too low as well as to reduce them when too high, in short, to protect stockholders as fully as their patrons, and permitted appeals to be made to the Supreme Court of the United States, not solely on the ground that the Commission might err, but that it is a power too great and dangerous to lodge in any body without appeal to the highest tribunal, then the proposal might be worth considering. Until this is done the shippers have quite as much reason to fear as the railroads that this well-meant attempt to serve them will prove a costly delusion."

To a lawyer the third article is the most interesting. Mr. Cessna considers the recent articles by Mr. Nimmo and Mr. Olney, and proceeds to refute the proposition that the supreme court has not already held that the delegation of rate-making powers to a railroad commission is legal and valid. Of course, this question has not been presented with regard to the federal commission but in several instances it has come before the court on the constitutionality of state laws.

It has been held by a line of authorities, both state and national, that rate-making by a commission is not legislation but the execution of legislation. It must be conceded that, if the delegation of rate-making power to a commission by legislatures is not unlawful, then delegation by congress of such authority is lawful; if to prescribe rates is not a legislative function and can be delegated by the state legislature, it can be so designated by congress.

In every instance where such a point has been raised in the Supreme Court of the United States, the court has held the statutes so considered valid and constitutional. The case of Stone v. F. L. & T. Co.1 clearly negatives the proposition of Mr. Olney. Subsequently, in Railroad Co. v. Bristol, the court said:

"Railroads are subject to such legislative control as may be necessary to protect the public against danger, injustice and oppression; and this control may be exercised through a board of commissioners."

The attitude of the supreme court is well expressed in the decision of Banking Co. v. Smith, where the court held: "The supreme court of the state held, on application for an injunction, that this delegation of authority by the legislature to the commission to prescribe what shall be reasonable and just rates for transportation within its limits, was a proper exercise of its own power to provide protection to its citizens against unjust rates and to prevent unjust discrimination; and it was expected, not that the legislature would itself make specific regulation as to what should in each case be a proper charge, but that it would simply provide the means by which such rates should be ascertained and enforced."

In view of the present discussion in the senate it is interesting to note that in Railroad Co. v. Gill' it was held, that while it is within the power of the court to decree that rates fixed by the commission are unreasonable, it is not within its power to make the rates itself nor to restrain from again fixing rates.

The writer concludes that the railroads do not fear so much the act as they do the manner of its enforcement; their main efforts are to defeat enforcement, and suggests that if the railroads violate rates fixed by the commission they shall pay treble damages for the

wrong done. A bill with such a provision would enable individual shippers to secure a better observation of the law.

Regulation of Trusts.-J. F. CRONAN. The writer proposes certain definite remedies to correct the evils of over-capitalization, unnecessary protection, lack of public statements of condition, and the want of a power to restrain discrimination. He considers the remedies provided by the Sherman Act too cumbersome, and suggests the outlines of an act by which commerce shall be under the supervision of a federal commission somewhat similar to the present Interstate Commerce Commission.

As to the constitutionality of his proposal, he quotes the remarks of Senator Knox, made when he was attorney general, as follows: "If congress, under the power to regulate interstate commerce, may utterly destroy a combination and forfeit its property in interstate transit, as the Sherman Act provides, it seems reasonable to say that it can, in the exercise of the same power, deny to a combination whose life it cannot reach the privilege of engaging in interstate commerce, except upon such terms as congress may prescribe to protect that commerce from restraint. Such a regulation would operate directly upon congress, and only indirectly upon the instrumentalities and operations of production."

In view of the recent decisions of the supreme court made since the article was published, in the Tobacco Trust and the Chesapeake & Ohio cases, it is submitted that it would be better for the public to take the remedies now definitely established rather than to look after new remedies, as proposed by this writer. The provisions of a new law would be surely contested and it might be several years before the law was placed upon the footing now given the Sherman Act. H. H. W.

HARVARD LAW REVIEW.

DECEMBER. Equitable Conversion.-C. C. LANGDELL.1 This is the fifth article in a series by Professor Langdell of the Harvard Law School on this subject, extending the ideas already advanced.

The Liability of Corporations on Contracts Made by Promoters.H. S. RICHARDS.2 "The law is settled to the effect that an agreement entered into between a third person and a promoter prior to the existence of the corporation is not binding upon it, although made on account of the corporation, and with the expectations that it will be 1 Choate.

McClain. Dean of the Wisconsin Law School.