Page:Harvard Law Review Volume 10.djvu/79

53 NOTES. 53 Lafhropy for the additional reason that the bequest was of a share in the residue, uncertain in amount, so that the testator could not have known the relative size of gift and legacy, and consequently would not be likely to have intended the one in satisfaction of the other. Story, Equity Jurisprudence, § 1115. But this principle ceased to operate when it came to be held that the ademption of a legacy might be partial, as well as total. Pym v. Lockyer, ^ Myl. & C. 29. See, on the entire subject of the ademption of general legacies, Roper on Legacies, Ch. VI. " The Unwisdom of the Common Law." — A somewhat discouraging view of the common law is taken by Mr. J. C. Courtney in a recent ad- dress before the Illinois Bar Association. The writer's proposition is that all the learned eulogists of the common law have been mistaken ; that, in truth, while great progress has been made in other branches of human learning, the common law has remained stationary, retaining rules which had their origin and meaning in conditions long since passed away. It may be admitted that some rules unsuited to modern conditions have become fixed in our law. The modern mind finds it difficult to see the necessity of a seal, or to understand why a testator's plain intention should be thwarted by the technical rule in Shelley's Case. That such rules exist is due to Anglo-Saxon conservatism and to the failure of judges, before yielding to mere antiquity, to consider whether the reasons in which the rules originated are still valid. Few lawyers, however, would agree that such instances preponderate, or that, on the whole, the common law of any given period has not succeeded fairly well in meeting the prac- tical demands of that period. Such a view overlooks the frequent modi- fication of ancient technical rules, and the development of new ones, to meet new conditions, and, in general, the well proved capacity of our law for growth commensurate with the needs of the times. One-Man Companies Again. — The Queen's Bench Division has had occasion to deal with the question of one-man companies which created some sensation last year in the well known case of Broderip v. Salomon^ [1895] 2 Ch. 323, noticed in 9 Harvard Law Review, 280. In the case in question there were two men substantially interested, and an action was brought directly against them by a creditor of the company. All that the court decided was that while the company was not joined there could be no recovery, and it declined to commit itself on the possibility of an eventual liability on the part of the real promoters. Nunkittrick v. Perry- man y 12 The Times L. R. 232. There can be no doubt that Broderip v. Salomon was meant to strike at one-man companies regardless of their fraudulent intent. Vaughan Wil- liams, J., did talk somewhat of delaying and defrauding creditors, but the Court of Appeal clearly put the decision upon an evasion of the purposes of the Joint Stock Companies Act. It would seem therefore that the deci- sion of the Queen's Bench Division must necessarily be provisional and dependent upon the neglect of the plaintiff to proceed through the com- pany, for it is hardly probable that a lower court would qualify the direct ratio decidendi of its superior. Still we have here not a one-man, but a two-man company. The dis- tinction may be vital, though it would seem not. If the object of the