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 EDITORIAL DEPARTMENT strike is ended. Every man in the factory at that time either joins the union or leaves the shop. At the end of a year the local union proposes a new wage scale which if adopted would cause such an increase in wages that the shoes would be made at a loss; the manu facturer refuses and enters into negotiations with a committee of the local union to try to adjust the prices by mutual agreement. We will assume that there are about one hundred different operations in making the shoes, and each one had to be gone over, so that these negotiations take several months. Mean while part of the work in the factory, the 'lasting,' is being done at a ' day ' price, as before the negotiations began. We will assume also that any ordinarily competent ' laster. ' can ' last ' at least six dozen pair of shoes per day, and a good ' laster ' can last seven dozen, and we will assume that these lasters have been working at that rate. After the negotiations for the new price list begin, every laster in the factory drops to four dozen pair per day. The manufacturer appeals to the general president who tries to interfere but is unable to control the action of the lasters. The business suffers accordingly by failure in production, inability to fill orders, etc. The hope of forcing negotiations and getting a higher piece price by making the manufacturer fear a loss of business is, of course, the motive of the ' lasters' ' conduct. This interruption of business continues throughout the negotia tions, which finally results in a ' price list ' which is signed by the committee of the union and by the manufacturer and posted in the factory. Yet the employees are not satisfied with the work of their committee; they spend their time complaining about it instead of making shoes, the factory is completely demor alized, and the result is that the manufacturer closes the factory and goes out of business after pocketing a very considerable loss." In such a case Mr. Grinnell says the con tract, on account of the difficulty of proving the legal relation of cause and effect between the breach of the arbitration clause and any substantial' damage, " does not give an em ployer any legal protection against abuse, and upon the facts assumed in the case stated Would be of no legal value to him unless he could get sufficient evidence, in addition to

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those facts, to prove a combination or con spiracy between the union and its members to control the labor market and oppress him unfairly. "Such evidence would ordinarily be very hard to get, and if he could get it his claim would be, not an action of contract but of tort for conspiracy on the theory applied in the cases of Curran v. Galen, Berry v. Dono van and Martell v. White, already cited in the first part of this article. In such an action the union contract might be valuable, in connection with the other evidence, to show the way in which the employer was tied down before he was stamped on, but, other than that, it is difficult to see how the contract is of any legal value whatever. "The lesson for the employer from this dis cussion is that it is wise not to enter into an agreement which leaves him helpless in the hands of his enemies and without redress." CORPORATIONS. The Harvard Law 'Re view for April has in its. series of articles dedicated to the late Professor Langdell, a monograph by Edward H. Warren, entitled "Collateral Attack on Incorporation. A. De Facto Corporations" (V. xx, p. 456). The scope of the article cannot be better given than by his opening paragraphs: "A, B, and C wished to engage in the busi ness of retailing ice. By statute it was pro vided that if any three persons did specified acts, they acquired the privilege of engaging, as a corporation, in any designated business. A, B, and C, intending in good faith to avail themselves of the provisions of this statute, did all the acts required except one. By inadvertence, no statement of the amount of capital to be employed was made in the cer tificate of incorporation. Believing that they had received the franchise of the state to act as an artificial person, they assumed, as such person, to engage in the designated business for a number of months. They employed D, and he, while delivering ice and solely by reason of his own negligence, injured E. The alleged corporation has become insolvent, and E seeks to establish that A, B, and C are per sonally responsible for the tort to him. "' But,' say A, B, and C, ' although we were not a de jure corporation, clearly we were a de facto corporation. It is for the state to