frequent and necessary application in tort cases that their treatment in commentaries on the law of Torts is as reasonable and convenient as it is common. In the specific classes of cases discussed one finds the familiar headings of Assault, False Imprisonment, Libel and Slander, Deceit, Malicious Prosecution, Seduction, Trespass, Trover and Conversion, Nuisance and Negligence. The important related topics of Strikes and Boycotts and Interference with Contract Relations are, however, not considered, an omission to be regretted because of the modern importance and intricacy of the problems which those topics present.

A distinguishing characteristic of Professor Erwin's book is the large proportion of citations from New York. Probably three quotations out of four are from opinions rendered by New York courts, inferior or of last resort. This feature must peculiarly adapt the book to use by students especially interested in New York law; but it will not necessarily impair its utility in other jurisdictions, since the decisions quoted are in most cases fair statements of principles recognized generally wherever the common law of Torts prevails. Moreover, conflict of authority on important points is indicated. New York statutory provisions are not infrequently specially referred to and stated, e. g., the Employers' Liability Act and the provisions governing actions for death by wrongful act. It is fair to presume, though no express statement to that effect is made, that in preparing this manual Professor Erwin had chiefly in mind the needs of his classes in the New York University School of Law. To their purposes, and to the purposes of students similarly situated, the book is admirably adapted, especially when used in connection with lectures covering in more detail the subjects here broadly considered. For the practitioner it is of small practical service save to refresh his memory on elementary principles: there is no table of cases, and the citations are manifestly not designed to be either exhaustive or especially representative of all jurisdictions. As a concise statement of the common law rules for purposes of review by candidates for admission to the bar, the book may be distinctly commended.

In the interests of accuracy, and in view of the possibility of further editions, it may be noted that the statement on page 213, including Louisiana in the list of jurisdictions where the burden of proving the absence of contributory negligence rests upon the plaintiff, is incorrect. See Buechner v. City of New Orleans, 112 La. 599.

M. M. L.

A TREATISE ON THE LAW OF MUNICIPAL CORPORATIONS. By Howard S. Abbott. In three volumes. Volumes I and II. St. Paul: KeefeDavidson Company. 1905, 1906. pp. xix, 1-965; xvi, 966–1979. 8vo. In writing a book on the law of Municipal Corporations, an author necessarily challenges comparison with Judge Dillon's classic treatise; yet he is not to be considered unsuccessful if he fails to improve on it. To write a law book worthy to rank alongside Dillon is in itself an achievement worth the effort. Mr. Abbott is to be congratulated on having produced a book which, even if it does not supersede the older and better known work, may be used with satisfaction, and quoted with safety and assurance.

The division of the whole subject differs from the division made by Judge Dillon. The present author's division is logically planned and executed, and is on the whole clear and adequate; but there does not seem to be any conspicuous advantage in the new arrangement.

In his preface Mr. Abbott writes: "An effort has been made to state in the text, concisely and accurately, the general principles applicable to a stated question, and to give in the notes a reference to the cases, considering the subject under which they are cited, with in many instances an apt quotation from the decision of the court." This is certainly an admirable plan to have in mind in writing a law book, and for the most part the author seems to have lived up Mr. Abbott has given us a real text: he has written a treatise and stated the theories underlying the various topics in the law of Municipal Corporations;

to it.

and he has avoided the pitfall of so many writers of law books in these days of hastily composed books, -the mere compilation of the head notes of cases to serve as a text. In all places, however, the text is not easy reading, due in part to the strain on the reader from the constant use by the author of the periodic form of sentence.

Mr. Abbott also promises, "An exhaustive examination and citation of the authorities has been made, and an index has been prepared unusually full and complete." It is impossible at this time to state absolutely that the promise of an exhaustive examination and citation of authorities has been fulfilled. Only two volumes of the three have been issued, and there is no table of reference to the cases cited, in either of the volumes. It should be said, however, that from a reading of the text and the notes it would seem that a careful collection of authorities has been made. In this connection it seems worth while to call attention to the excellent plan, adopted in recent years by some publishers, of putting in each volume of a multi-volume treatise a table of the cases cited in that volume, and also an analytic index of the subject matter. Such tables and indices certainly add to the value of a book for ready reference.

The citations themselves seem to be arranged alphabetically by jurisdictions, and chronologically within each jurisdiction. The chronological order within the jurisdictions is consistently maintained, but there is an occasional lapse from the alphabetical arrangement. It may also be questioned if the form of citation, 86 U. S. (19 Wall.), is better than the more usual citation to Wallace first.

So much of the value of a text-book to the practicing lawyer depends on a good index, rendering the text easily accessible, that if Mr. Abbott really gives us an "index unusually full and complete " as he leads us to hope, his book will be in great demand. For this we must wait until the third volume is published.

The topics of the liability of public corporations for negligence, and of actions by and against public corporations, together with a chapter to be entitled "Some Public Duties," have been left for the third volume.

S. H. E. F.

THE GENERAL PRINCIPLES of the Law of CorporatiONS (being the Yorke Prize Essay for the year 1902). By C. T. Carr. Cambridge: At the University Press. 1905. pp. xiii, 211. 8vo. Following a suggestion of Professor Maitland, of an English Encyclopedia of Group-life, a work which should range over the field occupied by the various forms of English fellowship and association, the writer of this essay has attempted to deal with one single form of group-life, namely, the class of bodies which, in the strict legal sense, are ‘corporations.'" The general object of the book, as the author states, is "to show the nature and attributes of a corporation, the steps by which it reached its present legal form and importance, and the manner in which it has from time to time been treated by the state. The later chapters contain the more ambitious effort of analyzing the theory of corporations."

Starting out to fulfill such a suggestion as that of Professor Maitland, it naturally follows that the work, well executed, as it undoubtedly is, should be interesting and suggestive to the student of the history of English law, and of the development of its theories. But it should be noted that chapters entitled "Anthropomorphism," "Concession," "Registration," "Symbolism," "Realism," and some others, though suggestive to the student, will not attract many readers outside that class. In justice to the author, however, it should be remembered that this book is not published "to seil"; but, like many other books, more often, we may regret to find, written by Englishmen rather than Americans, it was done because the author had found something that was worth saying, and has been willing to put time and effort into it, for the sake of the few who will understand and be aided.

In an interesting chapter on the "corporation sole," Mr. Carr points out that this invention, "so proudly described by Blackstone, had turned out a failure. ... It is the supreme test of the true corporation that its abstract personality should be independent of that of the sum of its members. The corporation sole cannot pass this test." Thus the fee simple is not vested in the abstract entity, but is declared to be in abeyance when the parson of a church dies; the corporation sole and its sole corporator are not regarded as two separate bodies in their dealings with one another; nor are there any instances in which a sole corporation has been sued by its sole corporator. "It is a fiction, but not fictitious enough for this."

The limits of this review forbid making many selections from Mr. Carr's book, but attention should be given to the excellent chapter, "The Corporation in the Courts." In this chapter, the author shows how by means of the doctrine of ultra vires results are reached which would not be reached at common law nor in equity; and in the section, "The Liability of a Corporation apart from Contracts," he demonstrates, after a careful collection of successive decisions, that an ultra vires act, though void, is none the less a corporate act; and he shows how gradually the principle of corporate liability has been extended to include "sins of commission."

To those who have not studied corporation law Mr. Carr's book would not be easy reading; but to those who have, it would repay the time that would be given it.

S. H. E. F.

THE CONSTITUTIONAL HISTORY OF NEW YORK. From the beginning of the colonial period to the year 1905, showing the origin, development, and judicial construction of the Constitution. By Charles Z. Lincoln. In five volumes. Rochester: The Lawyers' Co-Operative Publishing Company. 1906. pp. xxx, 756; xvii, 725; xviii, 757; xxvi, 800; 551. 8vo. The first impression of this book is the astounding industry of the author in his examination of forgotten sources of information as to the earlier forms of the constitution of the state of New York. Beginning with the colonial charters and coming down through each successive form of the constitution of the state and its amendments, the author has minutely examined the records of conventions and contemporary conditions so that the book does show, as to each successive form of each clause of the constitution, where it originated and how, and why it became embodied in the constitution. The several forms of the constitution and the constitutional conventions are treated chronologically, but by means of cross references a topical treatment has been successfully carried out, and for the purposes of reference by this book any particular clause of the constitution can be traced back, through its various forms.

The main value of the work lies in the completeness of its topical analyses and the presentation of original sources of information as to the separate clauses of the constitution and their meaning. No other book has done that for the constitution of New York, and the work is of permanent value as presenting an authoritative statement of the genesis and causes of each separate clause of the constitution. The collation of judicial decisions interpreting the constitution, which makes up one volume of the book, is not notable. The decisions have been collected before with the same fullness, and the author's comments are not particularly illuminating. Unique appendices, however, of the various statutes, arranged both chronologically and topically, which have been passed upon by the New York courts, and declared constitutional or unconstitutional, give the book an immediate and ready value for the practicing lawyer dealing with constitutional questions under the state constitution. How far those lists are complete only the use of the book can tell, but the tables are intelligently compiled and are bound to be valuable.

The style of the book perhaps unavoidably tends to dullness; the personal reflections are hardly illuminating; and the attempts of the author to connect

clauses of the constitution with names of unimportant state statesmen are not worth the labor bestowed upon them. But, by and large, the author has accomplished a stupendous task carefully and well. J. P. C., JR.

A SELECTION OF CASES ON DOMESTIC RELATIONS AND THE LAW OF PERSONS. By Edwin H. Woodruff. Second Edition, enlarged. New York: Baker, Voorhis & Company. 1905. pp. xv, 624. 8vo. The second edition of Professor Woodruff's "Selection of Cases on Domestic Relations and the Law of Persons" includes the same topics as the first edition, which has heretofore been noticed in this magazine. This edition has been enlarged by the addition of a considerable number of recent cases, especially on the conflict of jurisdiction in divorce actions, and by brief notes. The excellent selection of cases in the first edition is maintained in the added cases. The space given the various topics is well proportioned. That the book is in its second edition and is in use in eight schools is sufficient evidence of its merit. It may not be unfitting, however, to refer to two features in which it would seem possible to improve it.

In common with a number of other case-books, Professor Woodruff has inserted extracts from decisions without any statement of the facts on which the decision is based. One of these, for example, is the extract from the decision in Sims v. Rickets, p. 159. It is admirable in itself, but in a case-book for teaching by the inductive method it is submitted that such extracts are of little value. If carried to an extreme, the result would be neither case-book nor textbook. Such extracts cannot be of much service in discussion and may confuse the student.

The second point is the suggestion that in an appendix there be given a complete statement of all the statutes of some jurisdiction on the law of Husband and Wife and of Marriage. This can be done in a few pages. The legislation is more nearly similar than may be supposed, and would do much to emphasize the excellent exposition of the common law in Professor Woodruff's cases, and assist in showing the tendency of legislation in recent years.

N. A.

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 G. Frost. Second Edition, enlarged and revised. Boston: Little, Brown and Company. 1906. pp. xv, 698. 8vo.

The author in this book has accomplished a valuable work in presenting a comparative analysis of the incorporation acts of the various commonwealths. He has gathered together and tabulated in an admirable way much practical information concerning them. The forms for corporate charters, resolutions, etc., prepared by him, cannot but be helpful to the practitioner. The author is to be complimented upon his method of analysis, and for the clearness with which he expresses himself. In this regard his work might well be taken as a model by many of the text-writers of the present day. He has pointed out similarities and dissimilarities, wise and unwise provisions, in the different incorporation statutes, and it is to be hoped that his work is the beginning of an attempt to bring about some uniformity in the corporation laws of our different states. The author's treatment of the very perplexing problem of collateral attack upon corporation organization, stockholders' liability, and the control of

1 II HARV. L. REV. 204.

the state over domestic and foreign corporations, is a pleasing departure from the hackneyed method of a number of other writers who have given these subjects attention. His views are in some respects advanced, but in general he has stated concisely and correctly the best modern theory upon some of the more difficult problems of corporate law.

As to some propositions enunciated by him, he cannot expect to find general acquiescence. Upon the contrary, some of his most positive assertions will not only be disputed, but it is to be hoped that the courts will never establish them as authoritative principles. And it is upon these questions that the author has not used that degree of care which the work in hand required. A number of authorities cited by him not only do not support his assertions, but in several instances it is difficult to understand what prompted their citation. C. G. L.

SELECTED CASES ON THE LAW OF QUASI-CONTRACTS. By Edwin H. Woodruff. Indianapolis: The Bobbs-Merrill Company. 1905. pp. xvi, 692. 8vo.

Twenty years ago there was no law book devoted to the law of QuasiContracts. It is believed that the subject was not taught, as such, in any law school. The term quasi-contract may be found here and there in the reports, but it was so unfamiliar to the profession that Professor Keener hesitated long before giving to the collection of cases, which was published in 1888, the title "Cases on Quasi-Contracts." Since the appearance of this book, and the same author's excellent treatise upon the subject, issued in 1893, quasi-contracts has become a term in common use, and the subject now forms a part of the curriculum in twenty or more law schools.

Professor Keener's collection, admirable as it is, is somewhat too voluminous for the time that may be properly given to this subject. For this reason, doubtless, two new collections of cases on Quasi-Contracts appeared last year, one prepared by Professor James B. Scott, the other the subject of this review. Professor Woodruff's book is essentially an American case-book, only 25 of his 305 cases, or 8 per cent, being English, whereas 110 out of 285, or 39 per cent, in Professor Scott's book, and 208 out of 377, or 68 per cent, in Professor Keener's book, are taken from the English reports. The editor must have had a purpose in discriminating against the English decisions, but he does not disclose it. This exclusion of English cases is the chief criticism to be made upon this book. The cases have been chosen with skill, and are well arranged, and the notes of the editor are accurate and helpful. A student who has mastered this collection of cases cannot fail to have a good grasp of the principles of the subject. J. B. A.

TRAITÉ DE LA LOCATION DES COFFRES-FORts.

Par M. Jules Valery.

Paris Albert Fontemoing. 1905. pp. vi, 151. 8vo. The comparatively new business of furnishing safe-deposit vaults, compartments in which may be hired by the public, is one that is having great development among all the commercial nations. The work of M. Valery, who is professor of commercial law at the University of Montpellier, is a thorough study of the legal aspects of this business under the French Code, but with such a broad view of fundamentals and constant reference for arguments and illustrations to English and American jurisprudence, as well as to that of continental countries, that the treatise is of value to readers of all nations who are interested in the subject.

Professor Valery develops first his theory of the nature of the contract between the company and its customer. Legal writers have put forth three theories, namely, that it is a contract of leasing, or one of bailment, or one of