Page:The Green Bag (1889–1914), Volume 18.pdf/555

 520

THE GREEN BAG

system of justice, so it is impossible for the legislative power to deny to suitors in courts of equity the right to have the facts involved in such cases considered by the chancellor, because that method of trial is a vital part of their system of justice. Congress may organ ize and reorganize, in a very free and liberal way, the external architecture of the federal judicial system, and it may likewise reform, simplify, and adapt legal procedure to the ever changing necessities of litigation, but it cannot invade the penetralia of the judicial temple and change the basic principles of the three codes given by the Constitution itself to the judges as rules of action. Upon that principle alone the federal judiciary depends for its independence. ' ' CONSTITUTIONAL LAW (Taxation). "Can the Accumulation of Great Wealth be Regulated by Taxation? " by Hon. A. A. Ferris and Hon. Alexander Hadden, Ohio Law Bulletin (V. li, p. 279). CONTRACTS. " Laws Relating to Bills of Lading," by Hon. Thomas B. Patton, Ameri can Lawyer (V. xiv, p. 360). CONTRACTS. " Bills of Lading," by Hon. J. C. Cottingham, American Lawyer (V. xiv, "P- 30S>COPYRIGHT. "The Copyright Bill," by Charles Porterfield, Law Notes (V. x, p. 85). CORPORATIONS. " A Handbook of Cor poration Law, as applied to private business corporations," by Richard Selden Harvey. The Bleyer Law Publishing Company, New York, 1906. This book does not purport to be comprehensiveorexhaustive, but rather suggestive. Its form is somewhat unusual, owing to the abundance of quotations, from standard authors on corporations, as well as judicial decisions, in order to illustrate the principles laid down, and in general style is the sort of book a lawyer might prepare for use in his own practice on corporation law. The author ities cited indicate wide reading and thoughtful selection. The book lacks some of the con venient typographical distinctions which make

the use of most modern law books easier, but apart from this defect, should prove useful to the lawyer who desires a concise and correct statement of the leading principles of corporation law, especially on those subjects which have recently developed in importance, such as holding companies, and the fiduciary relations of directors and majority stock holders. CORPORATIONS (Public Policy). "The Rebirth of the Corporation," by Hon. Peter S. Grosscup, American Lawyer (V. xiv, p. 299). CORPORATIONS (Stock Transfers). The famous English case of Sheffield v. Barclay, which has been discussed in the reviews at • earlier stages of its history, is considered in an article entitled, " Some Aspects of Forged Transfers of Stock," by Lee M. Friedman, in the July American Law Review (V. xl, p. 496). The question is as to the liability of a transfer agent of stock when he has issued a new certificate to a bona fide purchaser for value of a previous certificate upon which there was a forged transfer. It was finally held in Eng land, that, as between this innocent purchaser and the transfer agent, the former must stand the loss. The author criticizes this result as follows : "The real difficulty with a correct solution is to determine what is the actual legal theory involved. You have two innocent persons, one of whom has to stand a loss. Neither has any equity superior to the other, and there is perhaps no innate reason why one rather than the other should be preferred. You are obliged to stand on some legal theory and follow where it logically leads to fasten the loss on one of them. It is the weakest kind of unscientific dodging to invent a tacit under standing between the parties themselves dis posing of the whole matter. It is not a question of legal title. All authorities agree that the title of the original owner is never transferred by a forgery. It is not a question of contract express or implied. Because after all is said there is no contractual relations between the transfer agent and the transferee as such. The trans fer agent issues the sew certificate because it had contracted with the corporation to look