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 EDITORIAL DEPARTMENT iii, p. 107) a discussion of the law of " Literary and Artistic Copyright in the Commonwealth."

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CORPORATIONS (Promoters). In the February American Law Register (V. liv, p. 9s) Boyd Lee Sparks begins an analysis of "The Liability of Corporation Promoters to CORPORATIONS (Foreign). In La Revue Account for Profits." The statement that a Legale, for February (V. xii, p. 66), appears an promoter is in a fiduciary relation to the cor article entitled " De La Situation Juridique Des poration has been assumed to solve the Societes De Commerce Etrangeres Dans La problem. "It is submitted that whether a person is Province D'Ontario (Canada)," by Robert B. Henderson and Edouarde-Fabre Surveyor. in a fiduciary relation to a corporation to be They show that the rights of strangers, whether formed depends on the facts of each case. or not British subjects, are identical with those Now it is perfectly logical that one may be a of inhabitants of the province, but since cor projector of a corporation before becoming the porations are creatures of charter the courts promoter of it. He may conceive the idea decided that a foreign company could not sue of forming a company to purchase property he to enforce contracts, because one country already owns, or of forming a company to could not confer by charter or otherwise the purchase from him property which he intends right to do business in a foreign country. This to buy; he may decide whom he will approach doctrine has been modified, however, by sub with his scheme, he may plan more detailed sequent decisions and is now governed by propositions, but so far as he is acting for him self only he is a projector and not a promoter. statute. He becomes a promoter only when he has CORPORATIONS (Names). H. C. McCol- approached others who are to be members of lum discusses " Protection by Equity of Cor the corporation, and he acts as a promoter porate Names against Unfair Competition " only when he acts as an agent for himself and in the April Columbia Law Review (V. vi, p. such others." "There is no liability to account where the 244). A corporation is protected in the use of its name upon principles very similar to those contract of purchase of property, on the resale which govern the protection of trademarks. of which the profit is made, is made at a time An individual as such has the right to the use when no fiduciary relation exists between the of his own name in his unincorporated busi purchaser and the corporation. Obviously ness even though a previously existing com this is true where the purchase is made simply pany has acquired a valuable goodwill by the as an investment, with a view of a possible use of the same name. In exercising this future sale to a party not ascertained. If right, however, the new competitor must act that is so, it is immaterial whether the resale honestly and refrain from any active attempts takes place ten years later or whether the to deceive the public. In granting relief the purchaser turns up the next day. In either circumstances of each case must be considered event the person selling is entitled to as much and the probability of loss must be shown. as he can get, and if the purchaser is a cor Most authorities hold that fraud is necessary poration he is entitled to be paid in cash or to support an action based on alleged unfair stock if he chooses." "Nor is the original vendee made responsi competition. The question on the cases is, however, still an open one. The strongest ble to the corporation by the fact that his pur argument against the majority of cases is the chase is conditional on the subsequent forma analogy from trademark cases. The author tion of the corporation, or by the fact that his contends for an extension of those rules to the vendor is to be paid in part in stock of the cases under discussion, and that a corporate proposed company." name when applied to the services or articles "The fact that later such vendor to a cor offered by the corporation stamps them as poration becomes a director of it does not acceptable just like a trademark. Since render him liable to account for the profit he fraud is usual in such cases courts have as acquired, if he acted openly and honestly and sumed that it is essential. as an independent vendor." -