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The Green Bag

of this proposition "will work justice without imposing upon the scientific construction of the law," and that it will do away with con fusion among the authorities by placing corporations in the position which they ought to occupy with reference to the effect upon public policy of the acts of the individuals composing them. The writer thinks his rule more in harmony with the common law than the existing theories, inasmuch as the Ameri can courts, when they adopted the doctrine of ultra vires, entirely disregarded the prin ciples of the common law as stated in the case of Sutton's Hospital, 10 Coke 30, c, and assumed an attitude which has been opposed to that of English courts. Corporations. " Ultra Vires and Estoppel." By Abraham B. Frey. 43 American Law Re view 81 (Jan.-Feb.). Discusses the use of the defense of ultra vires, shows the proper and improper appli cation of the term, and explains the use of the word "estoppel." As examples of the improper uses of the term ultra vires, the author cites that refer ring to an act of officers who exceed the powers conferred upon them by the stock holders, that of an act of a majority of the stockholders in violation of the rights of the minority, that of an act not done in con formity with requirements of the charter, and that of an act contrary to public policy. With regard to the construction of ultra vires contracts, the author proposes the fol lowing new rules:— (1) That it would be well to discard the use of the term "void" in connection with ultra vires transactions and substitute there for the term "unenforceable," as these con tracts are not really treated as being void. (2) That the use of the term "estoppel" is incorrect, technically speaking, so long as we concede that the world is chargeable with notice of corporate powers, excepting in these cases where the act is ultra vires because of facts peculiarly within the knowledge of the corporate officers. (3) That the word "estoppel" can be dis carded, yet the same results reached by pre venting the party from pleading the ultra vires on the grounds of public policy, and that this rule is the correct one. Corporations (Interstate Commerce Clause). "Corporations and the Nation." By Thomas Thacher. 18 Yale Law Jorunal 263 (Feb.).

This paper emphasizes what the author declares to be an obvious principle, but nevertheless one often overlooked, namely, that if corporations created by the state may be regulated by the Federal government it is because of the character of the business and for no other reason. He says:— "Since the power of the Nation depends in no way upon incorporation, incorporation neither extends nor limits the power. Since it is the character of the business and not the legal character of the agency by which it is done which gives Congress its right of regula tion, the legal character of the agency does not limit the power of Congress in its regula tion of the business. Nor does it appear that there can be any difference in expediency, whether the agency is incorporated or not. The regulations which seem wise with respect to the business should not, therefore, be limited in their application to incorporated bodies. They should be general—as are the regulations of the Anti-Trust Act and the Interstate Commerce Act—applying to the doings of individuals and unincorporated associations in like manner as to those of corporations. And the propriety of their enactment should be tested by the thought that they must, in reason, be made so to apply." Crimes. See Codification, Corporations. Evidence (Psychological Tests of Witnesses) . "Professor Muensterberg and the Psychology of Testimony." By Professor John H. Wigmore. 3 Illinois Law Review 399 (Feb.). Reviewed in a separate article in this issue. Fifteenth Amendment. See Status. Government (Great Britain). "Govern ment by Committees in England." By Sir Frederick Pollock. 25 Law Quarterly Review 53 (Jan.). Various uses of committees which have sprung up, not only in English public affairs, but in every department of activity, are traced in this paper. The functions of the Judicial Committee of the Privy Council, the committees of Parliament, and various semipolitical bodies are described. "There are two great committee-forming authorities in our Constitution, the King's Council and Parliament. It is needless to remind any student of English history that Council and Parliament themselves were formed by processes of specializing and reinforcement from the original Curia Regis. Again, the superior courts of Common Law might fairly be described, in their earliest stage, as expert committees of the Curia. Not till the seventeenth century did the indiscreet ambition of James I provoke a positive declaration that the powers of his