even by the board of directors in express terms will not, in all cases, be the authority of the corporation. The directors are only agents themselves, and their powers are necessarily limited within the scope of the purposes for which the corporation was created, beyond which they are not authorized to bind the corporation. To fix the liability of a corporation for the tortious acts of its servants, done in obedience to the commands of its officers, the acts must be connected with the transaction of the business for which the company was incorporated. If the directors should order an agent to take a person out of his house and beat him, or if the directors of a banking company should purchase a steamboat and engage in transporting passengers, the corporation would not be liable for the misfeasance or nonfeasance of agents employed in that business" (32 N. J. Law, 328; 8 Neb., 223). The U. S. Supreme Court has stated (100 U. S., 702; 10 Wall., 604, 605) that corporations are liable for every wrong they commit, and in such cases the doctrine of ultra vires has no application. But in both these the tort in question was within the scope of the agent's employment. So this statement must be taken with the qualification, that the tort must be within the scope of the agent's employment. In fact the court, in the very next paragraph (100 U. S., 702) says: "They are also liable for the acts of their servants, while such servants are engaged in the business of their principal." The New York Court, in a leading case (34 N. Y., 30, 49), make a similar rash statement. They say that a corporation is liable for a forcible and malicious tortious act of its servant, "however foreign to its nature or beyond its granted powers the wrongful transaction or act may be." But the act of the servant in this case was

within the scope of his employment. Cooley, in his work on Torts, says: “It is true, as a rule, that as a corporation is created for a particular purpose only, and endowed with powers to accomplish that purpose, nothing can be done by it, or in its name, that is not within the intent of its charter. It must indeed act through agents and officers, but if these undertake to do what the corporation is not empowered to do, their action cannot impose liability upon the corporation" (Cooley on Torts *119, citing 42 Md., 581; see also 76 Ala., 572). The New York Court, in a later case, states undoubtedly the proper rule (50 N. Y., 396, 400). It says: "The liability of a corporation for the consequences of acts of its officers done within the scope of their general powers is not affected by the fact that the act which the officer has assumed to do is one which the corporation itself could not rightfully do. A corporation may do wrong through its agents as well as a private individual. The doctrine is well set forth in a leading Maryland case (42 Md., 581). And the English law in Green's Brice's Ultra Vires, p. 264. But an ultra vires tort may be ratified by a corporation through the proper parties (2 N. Y., 477; 76 Ala., 585; Cooley on Torts, p. 137, 3d Ed.; Green's Brice's Ultra Vires, p. 265). And under the conditions above stated (p. 18).

And a corporation ratifying an unauthorized tort, and retaining the servant in its employ, may become liable in exemplary damages (56 N. Y., 44; 57 Me., 202; 42 Wis., 654).

Such has been the development of the law respecting the liability of a corporation for the torts of its agents and servants, brought about necessarily by the force of progress and the centralization of business in corporate enterprises.

Two anomalies, is the popular conception of the above titles. I believe that that popular conception is erroneouswith regard to one, at least. Let us examine the two subjects separately, and then combine them in one question, and see if we cannot arrive at the conclusion that by the abolition or vital amendment of trial by jury in civil causes, the existing methods of judicial procedure cannot be placed upon a firmer foundation and higher plane than that they stand upon at the present time.

Laymen have a perverted idea that no lawyer can be really honest, and yet attain eminence in the practice of his profession. Much of the blame for this unfortunate state of the public mind, I must lay at the door of our jury system.

But let us inquire as to what is required of a lawyer. By our laws every man has an indestructible right to a fair trial and adjustment of any and every legal controversy he may have with any other man. Now, the whole question of the honesty of lawyers hangs upon the construction we place upon that word "fair."

A client does not go to his attorney for advice concerning the morality or immorality of his claims. He has decided that question for himself, and in our freethinking age and country no one can lay claim to the privilege of questioning his decision-as far as regards himself. Our laws have laid down certain limits within which all men may act and be holden free from the results of their actions. These These limits are not to be compared with the highest standard of morals. The standard of legal morals and principles is not the

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standard of morals set up by ethical teachers and never will be. The morality embodied in our laws is the average common-sense of propriety, which is uniformly obeyed by the vast majority of a people." And laymen, when they come to look at the question from this position, will see the error of their criticism.

Let us take the oft-repeated illustration of the law regarding infants. No one will doubt for a moment the ethical immorality of allowing an infant to be relieved from the fulfilment of a contract which has been entered into with due consideration and advice, and free from all deception, simply because at the time of the making of the contract he was a few days or weeks under the age of twenty-one. And yet the common experience of mankind has taught that only by such a law can infants be adequately protected from the evil designs of unscrupulous men versed in all the tricks of trade. The limit of such protection has been placed at twenty-one, and the law could not allow itself to be defeated because the contract was made but one week before arriving at that age, even though the infant can reasonably and rightfully be supposed as capable as he would be a week later. The immorality of the infant's act we all admit. But under our laws, framed by the best experience of our people, that infant has a legal right to relief. The business of lawyers is to argue the cause of clients upon legal principles, and a trial pursued justly upon the basis of those principles, is a fair" trial of that cause.

The illustrations in point could be multiplied indefinitely, but this one is enough

to establish our premises. Clients wish to know nothing more than whether they have a good case at law. If they have, they want that case pursued to a successful termination. No lawyer asks the court to decide the moral aspect of his case. All the court determines or has a right to determine, is whether the client is or is not transgressing the law. If the court should go farther it would be setting itself up as a moral teacher. Its decision would then be a bit of judicial legislation, and it is universally agreed that we have too much of that already.

But the illustration we have taken is a very plain one. Let us even suppose that the case put to a lawyer for his opinion is doubtful. Is that any more reason for his refusing to undertake its defence? Fifty per cent. of the cases tried by any lawyer are doubtful-he hardly believes he can get his side sustained by the court. What would be the result if those cases were left untried? Would we not stand still in our decisions? Every case has its varying circumstances, and some little fact that could and would be brought out only upon a thorough trial might redeem it from its doubtfulness, and establish it as a good and lawful case. Our laws are changing all the while, and our conception and construction of our laws are changing even more than the laws themselves. Many cases that have long been established have been overthrown, because the courts and the people have come to look at them in a different light. The Dartmouth College case would not be sustained by our federal courts to-day. What right, then has a lawyer to decide. that a case brought to him should not be tried? And does that client have a "fair" trial before his cause has been passed upon by a competent court?-not according to ethical principles, but on legal principles.

Our law governs " conduct, not motives." So long as a party is within the limits of the law his motives must be disregarded. "The law must follow certain lines, and carry out certain principles, and be uniform in its application. Its processes must be invariable. To violate its rules or avoid its results for the purpose of saving one innocent man, would be to open the door for the escape of a hundred or a thousand guilty ones."

The foregoing are but a few points in favor of the honesty of lawyers in the advocacy of causes they are called upon to support. The subject could be pursued much farther, but the limits of the present article will not permit. Enough has been said here, which, if carried to a legitimate result, must lead to conclusive proof of the question under examination.

Perhaps my lay friend will admit all I have said so far, but will give voice to the well-worn allegation that lawyers pervert justice, and delay the procedure of courts by parleys over trifles and legal technicalities, and by their appeals to prejudice That much of this charge is so, is only too true. And much of the cause for this unfortunate and unpardonable condition I believe, results from the incapability of our present jury system. How many times a year do our lawyers have the privilege of arguing their causes before a capable jury? Is it not a stock-joke that our juries. are habitually so stupid in the consideration of all issues involving high intelligence as to be worse than useless? Good men are either allowed to shirk this duty, or are kept out of the jury-box by the absurd rule that prevents a man from serving if he has formed any opinion in the case. With our present immediate distribution of all news, no intelligent man can help forming an opinion on the daily events

that are taking place around him. But intelligence in juries is at a discount. Another absurdity, which I can do no more than speak of, is the rule of unanimity.

It is idle talk to complain that lawyers take advantage of this. What standing in the community would a lawyer have who was known to have such a tender conscience as not to take advantage of the low order of intelligence or prejudice of a jury? Would a lawyer who was known to be "liable at any moment to wreck his cause" by such an "over-scrupulous sense of honesty "be thought a safe man in whose care to intrust any cause? Mugwumps

may do very well in politics, but in the legal profession there is no room for them.

We cannot upbraid lawyers because of a grievous defect in our judicial system. that allows innumerable miscarriages of justice. The greater part of the blame must be against the system that allows the oppression incident to "ignorant and pitch-penny determinations." Either that system must be abolished, or vitally mended. With the overthrow of the present vicious system, public opinion will be able to give its just due to the honesty of the profession, and the supposed anomaly of an honest lawyer will be recognized as unpardonably presumptuous.

FREDERICK A. HENRY, ANN ARBOR,

J. FRANCIS TUCKER, New York UniVERSITY, JOHN B. MINOR, Jr., UNIversity of Virginia, ELDON J. CASSIDY, UNIVERSITY OF WISCONSIN, JAMES A. HYNDS, VANDERBILT UNIVERSITY,

GEORGE S. ADAMS, Cincinnati Law SCHOOL, GEORGE C. HITCHCOCK, ST. LOUIS Law School, HENRY H. FERRELL, Howard UniversITY,

WILLIAM D. NIPER, NEW YORK Law School, RICHARD BELCHER, Hastings College of Law. WILLIAM B. HENDERSON, Wash'ton and Lee Univ. F.A. HOPKINS, GEORGEtown College Law SCHOOL. ROLAND A. RUSSELL, Bloomington LAW SCHOOL.

EDITORIALS.

THIS number of the LAW TIMES is one step towards the end which the editors seek to attain. In the next number we hope to have our plans fairly established. The one pre-eminent idea of this management is to make this paper the organ of Columbia's law students and alumni. We believe our students, as well as our alumni, being fresh in their work, can prepare exhaustive and valuable treatises on current legal subjects and mean to give them the opportunity.

OWING to the length of the articles in the November number of the TIMES, it

cases. They appear in this number up to December 1st. The citations and notes taken and reported for the TIMES are in charge of the associate editors from the respective classes, and are not the officially revised notes of the professors.

ness.

AN old and successful member of the bar recently, in conversation with a young law student now in Columbia, remarked : "I have one fault to find with all your law schools; they teach books and no busiYou start without a single practical idea. I can hire a better lawyer than I am for a thousand dollars a year, and out of him I will make five thousand. He knows books; I know business." While the remarks of the old gentleman are not decisive of the question, still they are worthy serious attention. We may condemn him for taking an extreme view; but let us not act on the other extreme. In this connection a recent writer suggests: "Moreover, the rules given in our practical text-books, being derived entirely from decided cases, always presuppose a large and important part of the lawyer's work as already done. It seems to be forgotten that this work does not consist entirely in the conduct of litigation. The lawyer who finds at the end of the year that he has not prevented much more litigation than he has conducted, is not doing the proper work of the profession. His first task must be in all cases to so advise his clients that they may keep out of litigation, or, if necessarily involved in it, may end it with the least trouble and expense; but it is not by the rules found in decided cases that this work in mainly to be done. These differ as widely from the principles which govern the normal relations of one individual to another or to the State, as