In Jenkin v. Pharmaceutical Society of Great Britain, the point came up for consideration. The defendant society was incorporated by Royal Charter in 1843, for the purpose of advancing chemistry and pharmacy and promoting a uniform system of education of those who should practise the same, and also for the protection of those who carried on the business of chemists and druggists. The society had taken part in promoting an industrial council committee whose objects were, among others, to regulate wages, hours and working conditions and to regulate production and employment in the drug trade; and some of its funds were used in such promotion. The plaintiff, a member of the society, sought an injunction to restrain the society from activities outside the scope of its charter. A part of the argument for the defence was as follows:

"Assuming that some of these functions are not warranted, the plaintiff had no legal remedy and cannot maintain this action. The proposed acts are not illegal. A corporation at common law can do what it pleases, and even if its acts are wrong, it is not open to the plaintiff to say they are ultra vires. The only remedy would be scire facias for revocation of the charter."

Peterson, J., did not accept this contention but granted the injunction. The reasoning by which he reached his decision is quite in line with the Canadian authorities cited above. "The members join the corporation" he said, "on the footing that its purposes are those authorised by the charter, and that the corporation will not act in such a way as to destroy itself and the rights of the corporators by doing that which is not authorised by the charter."

However wide the construction placed upon the language used in the Bonanza Creek case, this decision points to a simple and appropriate means of keeping a company within the limits of its constating instrument and the objects for which it has been formed.

R. W. S.

5

(1921) 1 Ch. 392.

349

BOOKS AND PERIODICALS

Publishers desiring reviews or notices of Books and Periodicals must send copies of the same to the Editor, care of THE CARSWELL COMPANY, LIMITED, 145 Adelaide Street West, Toronto, Canada.

Sources and Literature of English Law. By W. S. Holdsworth, K.C., D.C.L., F.B.A. Vinerian Professor of English Law in the University of Oxford. With a Foreword by the Right Honourable Lord Justice Atkin. Toronto: Clarendon Press, 1925.

In the days when "Maga" was young and defamation pursued as a fine art, it was a cardinal rule of reviewing that dispraise of an author should be equated to commendation if the reviewer was to live up to the traditions of his profession. In our time, however, even if a kindlier hand between author and critic had not displaced the ancient grudge, the professional reviewer, who may only have a smatter of knowledge concerning a subject of which the author is an acknowledged master by reason of specialization, must necessarily be chary of any attempt at adverse criticism. Thus has the plumed helmet of the fighting review been lowered, and the cognizance of the innocuous "notice" correspondingly advanced.

Dr. Holdsworth's place as an historian of the law is so supreme that any product of his hand in his chosen field cannot fail to be a real contribution to its literature. Hence his book would commend itself to its proper constituency without the unqualified endorsation of one so well able to appraise its merits as Lord Justice Atkin. We quote a passage from the Foreword:-" These few words do not presume to praise this book. It is written by a master: and the Council of Legal Education for whose evening lectures it was composed are fully conscious of their good fortune in securing the services of Professor Holdsworth to deal with his own subject. I know of no work of this size which deals so completely and in such just perspective with the manifold sources of the English law."

The author explains that the book is intended for students who are beginning to read law. Happy are the students who are disposed "to read, mark, learn and inwardly digest" it. They will escape the charge of superficiality so generally levelled at the heads of the young men of the day. And the book has a value too, outside the ranks of the neophyte. We venture to say that if many practising lawyers were animated by a desire to have a just appreciation of the place filled by Glanville, Bracton, and Fortescue, not to mention Littleton, Coke and Hale, in the development of the common law, neither this small book of 238 pages, nor Professor Holdsworth's other work, his monumental and definitive "History of English Law," would fail to find a place on the shelves of their libraries.

C. M.

The Life and Works of Hugo Grotius. By W. S. M. Knight, of New College, Oxford, and of the Inner Temple. Barrister-at-Law. London: Sweet & Maxwell Ltd. 1925. Price $3.25.

It is fitting that in the year following upon that which marked the tercentenary of the publication of De Jure Belli ac Pacis, an attempt should have been made to give English readers an authoritative biography of Hugo Grotius, who was not only a great jurist, but one of the most remarkable writers in the whole range of seventeenth century literature. When the present reviewer was in his lehrjahre, about the only source of information concerning the life of the great Dutch scholar easily available to a Canadian student was a little volume by Charles Butler, of Lincoln's Inn-of no great value. There were of course many appreciations of his great contribution to international law to be found in the modern English books on that subject but recourse had to be made to such a work as Brandt and Cattenburch's “Life,” published in Dutch, if one desired to have an adequate knowledge of the antecedents of Grotius, and the surpassingly interesting events of his life. Mr. Knight has produced a fascinating and at the same time a scholarly-using the term in all its exactitude-book. In Chapter I. we have an epitome of the family history of the de Groots down to the birth of the great Huig or Hugo on Easter Day, April 10th, 1583. Chapter II. reviews the facts relating to his personal history from his birth to the date of his journey abroad in the year 1599, as a protégé of Barneveld, in the train of a diplomatic mission to France to obtain aid for Holland in its struggle against the domination of Spain. While in France at that time Grotius made so great an impression upon King Henry IV. that the latter expressed a desire to ennoble him, but Grotius declined the proffered honour, as "he did not wish to do his own race that wrong."

Chapters IV. and V. deal with the achievements of Grotius in law and literature before the period when his magnum opus was given to the world. Mr. Knight is not inclined to overlook the spots on the sun of fame that has been accorded to Grotius, and that is all for our learning. He thinks well of the Prosopopaia-a little poem of eleven lines in which the sorrows of Ostend at the beginning of the seventeenth century are set out with great feeling. Mr. Knight is of opinion that it "exhibits every characteristic of true poetic genius.” On the other hand, he does not hesitate to characterize some further poetic effusions of the great jurist as of little worth. Both these chapters are full of interesting matter for the general reader, as is also Chapter VII., which relates to the experiences of Grotius when he visited England in 1613, as a member of a diplomatic mission to settle a long standing dispute between the Dutch and English as to the freedom of the seas and of trade in the East Indies. The claim of Holland was that she had been first in these seas and had spent much money in developing her trade there, and it was unfair for England to seek to have a share of this trade without having borne the burden of creating it. The English claimed that these seas were free to commerce and not the subject of monopoly by any nation. This, of course, was the doctrine espoused by Grotius himself in his Mare Liberum, published some years before. Mr. Knight, however, observes:-'He . . . failed to move the English from adherence to the principles of the Mare Liberum, which he himself, for the occasion at least, had not hesitated to abandon, or, by casuistry, to destroy."

This is the attitude of a biographer who is anxious to "nothing extenuate." In Chapter XI. the misadventures of Grotius in his diplomatic struggles with Richelieu, the while he acted as Ambassador for Sweden are recounted with some detail. In Chapter XII. Grotius is introduced to us as a Biblical critic and exegete-rôles in which Mr. Knight finds him abundantly interesting. Indeed he hails him as a pioneer in the modern field of these sciences. The great Grotius died at the age of 62 with these despondent, but happily erroneous, words on his lips:-"By undertaking many things I have accomplished nothing." C. M.

Fourteen English Judges. By the Right Honourable the Earl of Birkenhead, P.C., D.L. Toronto: The MacMillan Co. Ltd. 1925.

This is a book that can be read with interest by the layman and the lawyer. It is a series of sketches, each containing the life of a prominent member of the English Judiciary. It commences with Bacon and ends with Lord Halsbury. The whole series is penetrated by Lord Birkenhead's incisive insight and his faculty for picking out the high lights in his subject's career and setting them out in illuminating phraseology.

In this book, as in all such collections, some of the portraits are more interesting than others. Perhaps the most attractive are those of Bacon, Jeffries and Coke. The name of Jeffries will always fascinate. There is something in human nature, call it what you will, which delights in the morbid. Lord Birkenhead, while not taking a brief for Jeffries, says "The case against Jeffries has, in fact, been overstated." He is an example of

"The evil that men do lives after them,

The good is oft interred with their bones."

To look at Jeffries' portrait one would say he was the last person to go down in history as "Bloody Jeffries." The King said of him "that he had no knowledge, no sense, no manners, and more impudence than ten carted street walkers."

Bacon's name has lived because of his philosophical works and Essays. His career at the Bar and on the Bench is almost forgotten. His great ambition was to wield power as a servant of the crown, and he saw in a career at the Bar a stepping stone to his desire. "The mean and pitiful devices to which he resorted and the humiliations to which he submitted in his desire to obtain office are evidences of that aspect of his character which led to his being described very unfairly as the meanest as well as the greatest and wisest of mankind.” . . . "He lived in days when it was recorded of one Judge as a thing of wonder that he took no presents."

To Sir Edward Coke may be attributed in no small degree the victory of the Common Law over all the rival systems and influences which threatened it. For it was he who maintained the supremacy of the Common Law Courts over all other courts save that of Chancery. He was one of the counsel for the successful party in "Shelley's Case," a landmark in English Law, and which of itself alone would seem to be a sufficient warrant for immortality. The difficulties of the lawyer in his day were legion. He had to be able to read mediaeval manuscripts written in Law French, in Law Latin, and in English,

and many of the printed books were in black letter. There was no certainty in any case that all the authorities had been cited, and there was no authoritative collection of the statutes. The Common Law Reports were in French, pleadings in Latin, and arguments were conducted in English. A goodly foundation on which to base the claim “a learned profession." In these days of the multiplicity of laws and statutes, the lawyer can at least thank his stars that they are all available and in authoritative collections.

Each Essay opens with a general survey of the Judge's career, leads on to more particulars and ends with a digest of the leading cases decided during his career on the bench. It is, perhaps, in the general outlines that the book excels. In two or three sentences Lord Birkenhead limns a living portrait of his subject. As mentioned before, the book is uneven, but this is bound to occur. It contains portraits of the various Judges and is altogether a fascinating volume. ARTHUR S. BOURINOT.

Chambers's Encyclopaedia, a Dictionary of Universal Knowledge. New edition by David Patrick, M.A., LL.D., and William Geddie, M.A., B.Sc., Volume VII. W. & R. Chambers, Limited. London and Edinburgh. 1925.

The seventh volume of the new edition of this excellent encyclopædia contains much material for the edification of lawyers as a class. We commend to our readers the following articles on subjects falling within the more practical sphere of the law, namely, Marriage, Master and Servant, Mortgage, Naturalisation, Neutrality, Oaths in Law, Parent and Child, and Patents.

Among the biographical articles in the volume lawyers will find Professor Hastie's Montesquieu of much interest to them. The great French publicist's "De l'Esprit des Lois" is stated to be the "most original and popular book ever published on the science of law;" and he adds: "It came too late to save France from the political errors that culminated in the Revolution, but it inspired and guided its best thinkers and its greatest men."

In the article on Sir Thomas More, we are led to see the inconsistency between More's judicial treatment of those who professed heterodox religious opinions and his respect for the freedom of the individual conscience as expressed in his Utopia. "The Utopians," he says, "put the unbelievers to no punishment, because that they be persuaded that it is in no man's power to believe what he list." But More was personally one of the most lovable of men, and his Utopia placed him among the most remarkable humanists of the Renaissance.

The article on "Parliament" is very complete both as respects its history and practice. C. M.