liable." The writer continues to the effect that under certain circumstances, a corporation may become liable on terms substantially the same as those embodied in the agreement antedating the corporate existence. Eliminating from his discussion cases where statutes or the corporate charters make the corporation liable, or where there is novation, or an assignment from the promoter, or where a trust fund is held to have been created for the benefit of third persons, as the result of an agreement between the promoters and the corporation, he considers the legal principles on which this liability rests.

The view most frequently urged to sustain an attempt to hold a corporation on an agreement entered into between a promoter and third persons is that the corporation becomes liable by ratification or adoption. That the theory of ratification cannot be sustained is apparent when it is considered that under the authorities ratification is possible only where a contract is made by a person purporting to act for an existing principal who is capable of making the contract himself at the time it is entered into. Similar difficulty arises when it is attempted to solve the problem by any other principle of agency. In the English case of Edwards v. Grand Junction Ry. Co., 1 Myl. & Cr. 650, the projectors promised the plaintiffs that if they would withdraw their opposition to the granting of a charter, they would see that certain clauses were inserted in the company's articles concerning the width of a bridge. The corporation ignored the agreement and never in any way acted upon it. Here there was no ratification" or "adoption " yet the court granted an injunction on the general ground that the company would not be permitted to use its powers in opposition to an arrangement made with the trustees on the faith of which the company obtained its powers. The decision has been greatly criticized, although not in terms overruled. The later English theory has been that in order to hold the corporation, a new contract must be made out. Gooday v. Colchester, etc., Ry. Company, 17 Beav. 132; Matter of Empress Company, 16 Ch. D. 125; Matter of Northumberland Hotel Co., 33 Ch. D. 16; Scott v. Lord Ebury L. R. 2 C. P. 254. What evidence will justify the conclusion that a new contract has been made, is pointed out in Howard v. Patent Ivory Co., 38 Ch. D. 156.

The American cases are overwhelmingly in favor of holding the corporation liable, whenever it has "ratified or adopted" the contract, this being shown by express resolutions of the managing body, or by accepting the benefit of the contract (numerous cases cited). The author points out that most of these cases could and should have

been decided on the English theory that a new contract has been made, as this construction does no violence to the established principles of agency and contract. He admits that the liberal American view accomplishes justice.

Debtors' Interference in the Election of a Trustee in Bankruptcy.— LEE M. FRIEDMAN. The writer deals with the question of what relief may be sought where a bankrupt, for his own purposes, endeavors to secure the election of a favorable trustee. This is of course in violation of the cardinal principle that the creditors shall have full control of the election of a trustee and may be a serious fraud upon them.

There are, he says, two courses the creditors may take. They may challenge the vote, or may demand that the referee disapprove the election. The latter method virtually requires that the referee pass upon the qualification of the candidate, a task from which he naturally shrinks. The writer shows that under the authorities and for every reason, the proper course is for the creditors to challenge the vote and to insist that corrupt or fraudulent ballots be rejected. A number of cases are cited, but they seem to affect the question indirectly and are not squarely in point.

A New Phase of Equitable Estoppel.-SILAS ALWARD. A discussion and criticism of a case recently decided by the court of last resort in Canada. The decision involves the unusual proposition that it is the legal duty of a person whose name has been forged to inform the holder of the forged instrument of the fact promptly after becoming aware of it, and that otherwise, he becomes liable upon it, if by reason of neglect of such duty, the holder's position is altered for the worse. Ewing v. Dominion Bank, 35 Can. Sup. Ct. 133. This result was reached on the theory of estoppel and not ratification. The writer comments upon the injustice of the decision.

JANUARY. Dominant Opinions in England During the Nineteenth Century in Relation to Legislation, as Illustrated by English Legislation or the Absence of it During that Period.-C. C. LANGDELL. This is a review of Professor Dicey's1 important work, "The Relation Between Law and Public Opinion in England During the Nineteenth Century." Professor Langdell, with considerable elaboration, contends that Professor Dicey's choice of a title is unfortunate, and suggests his own caption for his review as more descriptive of the text. Congress and the Relations of Corporations.-E. PARMALEE PRENThe proposal urged by Mr. Knox that congress may "deny

TICE.

1 1 Choate.

to a corporation 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" and that such regulation will operate directly upon commerce, and only indirectly upon the instrumentalities and operations of production here receives a most careful consideration. The writer maintains that this is nothing more than an agreement that congress has uncontrolled power to tax, regulate and even prohibit interstate commerce, and that it may use this power to accomplish results, which are wholly beyond. its jurisdiction. In his opinion such a proposal indicates a growing belief that the constitution is not adequate to existing conditions, and threatens the principles upon which the theory of a written constitution rests-principles important to the proper development of a democracy. Mr. Prentice reviews the growth of Federal power over commerce, and having shown the extent of the jurisdiction, he considers two express limitations: (1) The provision securing liberty for every person, and (2) the provision that Congress shall not tax articles exported from any state.

The purpose to avoid indefiniteness appears in many provisions of the completed constitution, and the power to regulate commerce was not given as an indefinite jurisdiction, but was intended as a specific authority to effect certain well understood ends. As to the regulation of interstate commerce, the purpose seems to have been to secure freedom of intercourse between the states, and the avoidance of preferences. The original purpose has been extended by decisions. The power is now exclusive (Gibbons v. Ogden, 9 Wheat. 1) and a limitation upon state powers (Brown v. Maryland, 12 Wheat. 445), and deprives the state of the rights to tax transportation. (State Freight Tax, 14 Wall 232, Wabash R. R. v. Illinois, 118 U. S. 557.)

The states being deprived of the power to regulate rates, it was reasoned that this power must rest in congress, and upon this agreement is based the present claims of federal jurisdiction to regulate freight rates. This development is not, however, sufficient to authorize such legislation as has been proposed. (1) The "Liberty" clauses in the constitution (the Fourth Article, and Fifth Amendment) include, according to the writer, among the inalienable liberties guaranteed, the right to engage in interstate commerce. The estimate put upon industrial liberty by the philosophy of the times, and all the interests which remotely or at first hand inspired the constitution, indicate this. (2) The clause forbidding congress to tax exports, was also included to prohibit federal taxation of interstate com

merce. "A revenue to the general government could never have been contemplated, from any regulation of commerce among the several states." (3) The writer concludes by discussing the principle that a government is not strengthened by an assumption of doubtful powers, as it bears upon the legislation proposed.

FEBRUARY. Equitable Conversion.-C. C. LANGDELL. This is the sixth of Professor Langdell's articles on this subject, as previously noted.

The Creation of the Relation of Carrier and Passenger.-Joseph H. BEALE, JR.1 This is an exhaustive statement of the law supported by numerous citations, as to when, how, and where this relation begins, continues and terminates; practical and valuable to practitioners, but not susceptible of condensation for review.

The Conveyance of Lands by One whose Lands are in the Adverse Possession of Another.-GEORGE P. COSTEGAN, JR. Where a person, whose land is in the adverse possession of one claiming a freehold, attempts to convey the land without first terminating the adverse holding, there is much diversity of authority as to the result. A statement of the various rules and a historical review of the reasons for them, is here attempted. E. E. W.

MICHIGAN LAW REVIEW.

DECEMBER. War, Arbitration and Peace.-W. P. ROGERS (Cincinnati Law School). This is an earnest plea for arbitration as a substitute for war. Just as the ancient wager of battle, formerly the common method of determining the true ownership of land as between individuals, or the guilt or innocence of one accused of grave crimes, has been discarded as both barbarous and illogical, so, the writer contends, must war between civilized nations be abandoned as too costly both in money and in human life, and be superseded by some saner method of settling international disputes. The article contains some interesting examples of recent successful arbitrations, and some suggestions for an international legislature.

The Statute of Uses and the Modern Deed.-JOHN R. ROOD' (University of Michigan). This is little more than a rather full citation of cases and statutes of the various states designed to show that the statute of uses has little or nothing to do with the validity of the modern conveyance in the great majority of the states, the subject being governed almost entirely by local statutes.

'Choate. Professor at the Harvard Law School.

2 Kent.

The Indiana Anti-Cigarette Law.-THOMAS A. SIMS (Indianapolis). A careful review of the decisions on the constitutional questions presented by this much discussed law, brings the writer to the following conclusions: (1) The sale or even the possession of cigarettes manufactured or procured within the state may be legally prohibited by that state under its police power. (2) The importation of cigarettes manufactured without the state and the sale of the same in the original packages cannot be prohibited by a state, but congress has the power to give the states jurisdiction over cigarettes as soon as they cross the border, just as it did by the Wilson law over spirituous liquors. (3) The individual who imports for his own use only will be protected in so doing. In a case involving the constitutionality of the Tennessee Anti-Cigarette Law, the United States Supreme Court held that by original package was meant, not a package of ten or twenty cigarettes, but a package of the size and general character of those customarily used by importers of cigarettes.1

JANUARY. Law as a Culture Study.-EDSON R. SUNDERLAND (University of Michigan). We think a great majority of the graduates of our American law schools will testify to the value of the training they have there received as part of a liberal education quite apart from its usefulness as a preparation for the actual practice of the law. They will also, we believe, agree with Mr. Sunderland that the study of the law as pursued in our best law schools would be highly beneficial to the non-professional student, and that it should not be denied to him. There may however be some difference of opinion as to the wisdom of allowing undergradute students to elect law courses freely by including them in the already wide. range of elective studies. Mr. Sunderland thinks this privilege should be extended to all those university students who may wish to pursue the law studies for purposes of general culture. The article is a thoughtful one and well worth reading.

H. S. G.