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THE GREEN BAG

"If the purchase is made before any acts of incorporation are attempted, or before any prospectus is issued, or before any other in ducements are made to the public, and all that has been done is that the purchase has been made in expectation of resale to the projected corporation, then such parties when the cor poration is formed, even though they helped to promote it, may sell it at the best price obtainable, provided they in no way misrep resent to the corporation material facts in connection with the property; and provided that the contract is entered into on behalf of the corporation by directors who are capable of acting independently and who are not merely puppets of the vendors. Their duty to truthfully state material facts does not mean that they must disclose the price they gave for the property, but it does mean that, as in the case of any ordinary bargain and sale, the vendor must not represent the facts so as to create a false impression of the value of the premises." "Assuming that such a disclosure is made in the prospectus of the proposed corporation as answers the requirements laid down, is it necessary that the projectors who have by this time become promoters disclose to the corporation the price which they originally paid for the property, that is, in order to resell must they state that they are reselling at a profit and at what profit? It would seem not, if those requirements be met." "If the projector has become a director he should disclose to his associates his connection with the property, but failure to do that is not sufficient to support an action to account for his profit. He is under no liability to account for his profit, since at the time he originally bought he was acting solely for himself and not for the company which was later formed to purchase of him." "The gist of these decisions is, that while the owner has a right to dispose of his property at any figure upon which an agreement may be reached, yet such sale must be free of false representations on his part, and any profit made on the resale becomes illegal only be cause of such false representations." "It would seem that it is immaterial whether the original contract is an out-andout purchase (for the purpose of resale to a

corporation) or whether it is an option. In either case, if the purchaser is acting for him self alone, whatever his secret intentions may be, and bona fide secures the purchase or the option, he should be at liberty to resell at a profit, whether he has in himself the fee or whether his interest is merely a right to de mand the fee." CRIMINAL LAW. " Administration of Criminal Justice in England and India — A Comparison," by Syld Ameer Ali, Criminal Law Journal of India (V. iii, p. 65). CRIMINAL LAW. "The Criminal Liabil ity of an Inciter or Abettor of Suicide," by "C. L. J.," Madras Law Times (V. i, p. CRIMINAL LAW. " Cheating in Indian Criminal Law," by Satya Chandra Mukerji, Allahabad Law Journal (V. iii, p. 49). CRIMINAL LAW. " Blackmail and Extor tion," by James W. Osborne, Bench and Bar (V. iv, p. 90). CRIMINAL LAW. " Suggested Changes in Criminal Practice," by F. B. Whiting, Virginia Laiv Register (V. xi, p. 969). • CRIMINAL LAW. J. J. Beauchamp con tributes to La Revue Legale (V. xii, p. 60) an article on the history of " Usury." CRIMINAL LAW. Maynard Shipley con tributes to the March American Law Review (V. xl, p. 240) an account of " The Abolition of Capital Punishment in Italy and San Marino," in which he gives the usual argu ments in favor of this reform and concludes from the evidence presented and other evidence to which he refers that " homicides have de creased to any considerable extent in Italy only in those regions where educational and industrial progress have been most in evi dence," and that crimes of violence in general are fast disappearing before the recent rapid advances industrially and educationally. CRIMINAL LAW (Conspiracy). Amasa M. Eaton discusses in the April Columbia Laiv Re view (V. vi, p. 215) " Conspiracy to Commit