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The Green Bag

essay on an important subject in the conflict of laws. The first part deals for the most part with foreign theories of the juristic person, and the second half with English law. The writer disclaims any intention of dealing with the meta physical nature of the juristic person, but his work illustrates the sound con temporary tendency not to carry the fiction theory too far. His position is thus in harmony with that of our ripest contemporary thought. Pro fessor Pollock lately showed that the fiction theory, as a dogmatic doctrine, had never been actually received into the English common law (27 Law Quar terly Review 219), and Mr. Arthur W. Machen, Jr., in two brilliant articles, has pleaded eloquently for a sane theory of the corporation as a real entity rather than a fiction (24 Harvard Law Re view 253, 347). Mr. Young is sufficiently in accord with this position to perceive the inconsistency in an American judi cial decision where it was said, on one hand, that the existence of a corpora tion "is as real, as vital, and efficient elsewhere as within the jurisdiction that created it," and on the other, that it "anywhere and everywhere is but ideal; it has no actual personal identity and existence as a natural person has" (Mou lin v. Insurance Co., 1 Dutcher 57). In opposition to the formal theories which he discusses, among which is the theory of comity that he considers American courts to have overstrained, he advocates a so-called "system," which refuses to make a fundamental distinction between the juristic and the natural person, and which places the foreign juristic person upon the same footing as the foreign natural person. He concedes that historically this theory has been influenced by the reality or genossenschaft theory as propounded by Dr. Gierke and other Continental

writers, but it is declared not to rest upon it. The writer tells us that this treatise is the outcome of some consideration which it fell to his lot to give some years ago to the case of Risdon Iron Works v. Furness. In that case a British limited company engaged in mining in Cali fornia became insolvent, and the defen dant, an English shareholder, was sued for his proportion of the price of somemachinery for which the company had contracted. By Californian law such a shareholder of a foreign company would be personally liable, but the action failed on the ground that such enlargement by a company of the liabil ity of a shareholder must be held in an English court to be ultra vires. Mr. Young has no fault to find with this decision. The accepted principle of private international law, he says, that a contract must be governed by the lex loci contractus, applies only to the rights of members of the juristic person inter se, and "cannot affect third parties with which the juristic person enters into legal relations, still less can it affect foreign states with whose laws the juristic person comes into contact."

HOPKINS ON PERSONAL INJURIES The Law of Personal Injuries, and incidentally Damage to Property by Railway Trains; based on the statutes and decisions of the Supreme Court and of the Court of Appeals of Georgia. By John L. Hopkins. Revised and enlarged edition, 2 v. Harrison Co., Atlanta, Ga. V. 1, pp. xvi, 772; v. 2. pp. xv, 644 +68 (table of cases) +58 (index). ($12 net.)

DOUBLED in size, with the addi tion of nine hundred new cases cited, all of Georgia, Hopkins on Per sonal Injuries, a work which ten years ago had a most favorable reception from the bench and bar of Georgia, now appears in an up-to-date revision. The