Such a result seems to violate neither logic nor sound policy. The decisive question should simply be whether in a given case the temporary frenzy can fairly be said to be voluntary. If a drunkard has reason to anticipate as a possible consequence of his intemperance not only intoxication but insanity as well, he should have no defence from either; he has voluntarily put himself in an uncontrollable condition and the policy of the law should hold him to the strictest accountability; to treat him on any other basis would be to protect grossest excess.

LEGALITY OF VOTING TRUSTS. The view that voting trusts are, as a general rule, illegal as against public policy is defended in a recent article. Voting Trusts in Corporations, by E. W. Moore, 36 Am. L. Rev. 222 (March-April, 1902). Mr. Moore quotes with effect from the earlier cases but fails to refer to important recent decisions.

The argument for the intrinsic illegality of voting trusts is that the interests of the state and of the stockholders demand that at least once a year the majority of stockholders shall have an opportunity to determine the corporation's policy. A separation of the voting power and the beneficial interest for a longer period is said to be unwise, and opposed to the policy of the state as shown by statutes providing for annual corporate elections. It is further urged that as the trustees who exercise the control may have no pecuniary interest, such arrangements may result in irresponsible and arbitrary management. See Harvey v. Linville Improvement Co., 118 N. C. 693: Shepaug Voting Trust Cases, 60 Conn. (Supp.) 553; 1 Yale L. J. 1.

On the other hand, business experience has shown that stability of management may be absolutely essential to success. On the reorganization of a railroad, capitalists cannot be interested nor the desired officers secured if there is no assurance of continuity of policy. Such men are unwilling to rely on the patience and judgment of the ordinary stockholder. It is true that voting trusts make possible control by a minority or by outsiders. Their very object is to make sure that a certain policy shall be continued or a certain set of men retained in office despite the opposition of future majorities. Such a result is inconsistent with the old conception of a corporation; but conditions have changed. The early simple business corporations were under the continuous and direct control of the individual corporators. When such immediate control became impossible as corporations increased in number of stockholders and complexity of management, the delegation of power to a smaller body of experienced men became necessary and the law sanctioned the annual election of directors. Business experience now shows the necessity of allowing the delegation of power for a still longer period. Voting trusts may, undoubtedly, be void for special reasons, as where the aim is unjust personal advantage. Cone v. Russell, 48 N. J. Eq. 208. But broad grounds of business expediency seem to demand that it should be possible for a majority of stockholders acting in good faith to bind themselves irrevocably for a term of years to support a certain policy. The influence of commercial necessity is apparent in the more liberal attitude toward which the courts are tending. See Brightman v. Bates, 175 Mass. 105; Smith v. San Francisco & N. P. R. Co., 115 Cal. 584; 10 HARV. L. REV. 428.

Mr. Moore points out that the courts have recognized the validity of voting trusts which are for the security of creditors, and distinguishes between agreements for that purpose and for all others. See Mobile & Ohio R. R. Čo. v. Nicholas, 98 Ala. 92. He bases this distinction chiefly on the ground that if the trustees are under the direction of the creditors, the objection that the beneficial interest is separated from the control does not apply. The importance of the distinction is diminished, however, when it is remembered that even in trusts for the benefit of creditors, the control may be given to men who have no beneficial interest. It seems probable that if the courts fail to sustain such arrangements, the desired result will be reached by statute.

BANK'S LIABILITY FOR Dishonor of Check. When a bank fails without just excuse to honor a depositor's check, the latter may sue either in contract or in tort. Marzetti v. Williams, 1 B. & Ad. 415; Burroughs v. Tradesmen's Nat. Bank, 87 Hun (N. Y.) 6. The contractual obligation is implied in the very nature of the relation of the bank to the depositor. The basis of the tort liability, however, is not altogether clear. In a recent article Professor Huffcut advances two theories as possible grounds for supporting the tort action: first, that the act of wrongful dishonor is "an unnamed tort analogous to a slander of title or disparagement of goods or credit; " or, secondly, that it is a violation of a duty imposed by the policy of the law upon banking institutions as quasi-public agencies. The former theory he accepts; the latter he condemns. Liability of a Bank to the Maker of a Check for the Wrongful Dishonor Thereof, by Ernest W. Huffcut, 2 Colum. L. Rev. 193 (April, 1902).

While the soundness of the latter theory is perhaps doubtful, the author's argument against it seems incomplete. His statement that the tort in question can be committed by any private individual as well as by a bank, and that a bank requires no public franchise, is inconclusive; for carriers and telegraph companies need not be incorporated, nor need they secure public franchises, and yet the law imposes upon them a liability that is more than contractual. A stronger argument against the theory Professor Huffcut appears to have entirely overlooked. If it were true that banks were under a general duty analogous to that imposed on carriers, it would follow that there could be no discrimination by a bank; no accounts could be refused so long as reasonable compensation were assured by the applicants. Cf. Jackson v. Rogers, 2 Show. 327. Such a result would hardly be desirable.

In support of the theory that a wrongful dishonor is a slander of credit the author quotes suggestive language from cases and text-writers. Marzetti v. Williams, supra, at 424; ODgers, Libel and Slander, 3d ed., 13. No cited case distinctly says that slander of credit is the basis of the action and yet it is to be noted that in most cases of dishonor the damage produced is of precisely the same kind that would result from intentional verbal slander of business reputation. The only question, then, is whether this similarity of damage warrants the inference that slander and wrongful dishonor of checks have a common basis in the recognized duty to refrain from disparaging the character or business of another. Such a conclusion is not logically necessary and its soundness may perhaps be questioned. It is, however, preferable to the other view suggested.

In fairness it may be added that the "quasi-public agency" theory, if adopted, might furnish a convenient explanation of those cases which allow the payee, as well as the maker, a direct remedy against the bank. See Munn v. Burch, 25 Ill. 35. At present they are often rested on an unsatisfactory theory of equitable assignment. See TIED., COM'L PAPER, § 452; 11 HARV. L. Rev. 548.

PRINCIPLES OF CONTRACT. A treatise on the general principles concerning the validity of agreements in the law of England. Seventh edition. By Sir Frederick Pollock, Bart. London: Stevens and Sons, Limited. 1902. pp. li, 768. 8vo.

The new edition of this well known book is not materially changed from the sixth edition, which was published in 1894. The author has somewhat retrenched the space given to the discussion of questions of comparative law and topics not falling necessarily within the law of contracts. The most considerable alterations are in the earlier chapters. What is said of corporations has been condensed; the historical account of consideration has been rewritten,

with acknowledgment of indebtedness to Professor Ames, "who has put the whole subject on a new footing." An excursus on the Roman and mediæval law of contracts has been transferred with some revision from the text of Chapter III. to the Appendix. In Chapter VII the rules as to contracts in restraint of trade have been reduced to a much simpler form in consequence of the decision of the House of Lords in Nordenfeld's case. The chapters on Consideration and on Illegal Contracts have been expanded more than any others. All these changes commend themselves.

On the vexed question whether the promise or performance of an act to which the promisor or actor was already bound to a third person is a sufficient consideration, the author returns to the theory set forth in his first edition (which is also the view of Professor Langdell) that such a promise is good consideration for another promise, though performance of the act is not. In the intermediate editions of his work and especially in his article on Contracts in the Encyclopedia of the Laws of England the author has not always clearly held to this view.

It is matter for regret, though not for criticism, that the author has not found time or inclination to enlarge the scope of his work so as to cover the performance and discharge of contracts. The original plan of the book included neither of these topics. The chapter entitled Duties under Contract, first inserted in the fifth edition, though excellent so far as it goes, is hardly an adequate presentation of the subject with which it deals; and the whole topic of discharge of contracts, as well as one or two other subjects usually dealt with in books on the law of contracts, are still wholly untouched. Sir Frederick Pollock's gift of easy and graceful exposition would make any enlargement wel

come.

In the citation of recent authorities this edition leaves something to be desired. The following omissions have been noted: Rooke v. Dawson, [1895] 1 Ch. 480, deciding that an announcement of a scholarship competition was not an offer; Page v. Norfolk, 70 L. T. 781, illustrating the necessity of having the terms of a bargain fixed by the parties, not left for a subsequent "detailed contract;" Falck v. Williams, [1900] A. C. 176, on mistake preventing the formation of a contract; Ashwell v. Stanton, 16 T. L. R. 399. a questionable decision upon the elements of consideration; Ashmore v. Cox, [1899] 1 Q. B. 436, on impossibility as a defence; Cleaver v. Mut. Reserve Fund Life Assoc., [1892] I Q. B. 147, Gandy v. Gandy 30 Ch. D. 57, Drimmie v. Davies, [1899] 1 Ir. Rep. 176, upon the right of one not a party to a contract to enforce its provisions. At page 269 the author's just criticism of the rule of Freeth v. Burr is not accompanied by the citation of Rhymney Ry. Co. v. Brecon Ry. Co., 83 L. T. III, and Cornwall v. Henson, [1900] 2 Ch. 298, where the rule criticised is again laid down as accurate. The equally sound criticism of Fellowes v. Lord Gwydyr, on page 107, has been justified by the decision in Archer v. Stone, 78 L. T. 34, but no reference is made to the latter case.

S. W.

A MANUAL of the Principles of EQUITY. By John Indermaur. Fifth edition. London: Geo. Barber. 1902. pp. xxxii, 574.

8vo.

Mr.

The author of this book has attempted to write a manual " specially suitable for students . . . but at the same time intended to be useful in a limited way to practitioners." This must of necessity be a difficult task, as the needs of his two classes of readers are so inherently dissimilar that they cannot be merged. The one wants to know merely what and where the law is on a given point; while the other demands both what and why it is, and whence it came. Indermaur is to be congratulated on having answered most of these questions concisely and accurately, but he has, by not answering the "why" of the law, made a practitioner's handbook rather than a student's manual. He has given us no theory; he offers twelve maxims which are to do duty instead. Thus he dismisses the very debatable doctrine of "tacking" with the remark that "where the equities are equal the law prevails," — hardly an adequate treat

ment of the subject. The question of specific performance of negative contracts is left as though perfectly clear and simple, whereas in fact the decisions are not only irreconcilable, but are founded on diverse legal reasoning.

Yet the merits of the work are far too striking to be overshadowed by the lack of theoretical insight. The reader notes with relief the absence of the usually oppressive footnote; and the marginal citation of important cases should prove useful in familiarizing the student with the leading decisions on all the topics treated in the text. The text itself is admirable, containing the gist of the law concisely stated. The style is vigorous smooth, and especially well adapted to the ends attained.

For the divisions of the book there can be little but praise. Yet it certainly strikes American eyes with wonder to see "Injunctions" accorded only twenty pages, while "Married Women" is given thirty-five. Perhaps the chapter on Administration deserves especial mention; it is complete, accurate, and shows great care in composition, having in fact been entirely rewritten since the last edition. The work should prove of undoubted value to the English practising lawyer, not to the American because too full of the English procedure and statutes, nor to the student of either nationality because too narrow in its scope.

A TREATISE ON GUARANTY INSURANCE; Including therein as Subsidiary Branches the Law of Fidelity, Commercial, and Judicial Insurances, covering all forms of Compensated Suretyship, such as Official and Private Fidelity Bonds, Building Bonds, Credit Bonds, Credit and Title Insurances. By Thomas Gold Frost. Boston: Little, Brown, & Company. 1902. pp. xxxviii, 547. 8vo.

The business of a surety company presents many new and special questions of law, and it is to these questions and to judicial decisions upon them that the author confines himself. These bounds to his subject he considers natural, for he discerns a fundamental difference between a contract of guaranty made by an individual and a contract embracing the same subject-matter made by a surety company. The gist of the distinction he finds in the fact that, in general, undertakings of the former sort are gratuitous and those of the latter, compensated. He points out further that a surety company is like an insurance company in its business scheme; for example, in its system of computing premiums and in its preliminary investigation of risks. Accordingly on page 15 he affirms "unqualifiedly" that "fidelity, commercial, and judicial bonds or policies as issued by the so-called surety companies constitute a contract of insurance within the strict legai signification of that term." In making this proposition fundamental the author is aware that he is advocating a departure from the less novel view that such contracts of a surety company as are made with reference to some principal obligation of a third person are contracts of suretyship. He naturally, therefore, devotes considerable space throughout the book to developing and justifying his theory.

The present state of the law is hardly referable to this conception, that every surety company's bond is an insurance policy. The authorities relied upon decide merely that a surety company is an insurance company within the meaning of some statute, or that in construing a contract the court should incline against the surety company, since the language of the contract is invariably of the company's own dictation. Decisions of the first sort simply recognize the surety company's undoubted similarity to an insurance company in business methods; the others follow a canon of construction of no peculiar application to insurance policies. See Central Transp. Co. v. Pullman's Car Co., 139 U. S. 24, 49. It seems an overrating of these decisions to conclude the chapter in which they are cited by an expression of opinion, unsupported by other authority, that the contracts of a surety company are, like insurance contracts generally, not within the Statute of Frauds. A further illustration of the extreme to which the author's theory leads him is in § 30, where, in declaring that there can be no guaranty insurance unless the insured has an insurable interest,

he is really restating the rule that there can be no suretyship unless there be a principal obligation. He frankly confesses, however, that the decisions which support his proposition do not treat the question as one of insurable interest. In many other passages doctrines peculiar to suretyship appear unmistakably. For example, in § 128 the defence that time has been given the principal debtor, distinctly the technical defence of a surety rather than an insurer, is said to be available to a surety company on a fidelity bond. Moreover, the author shows, in § 116, that the existence of a valid right of subrogation against the "risk" is a prerequisite of the surety company's liability. This well recognized principle of suretyship does not generally apply to qualify the liability of an insurer. The decisions which are cited to establish these statements would seem to show that many of the usual contracts of surety companies still have, in the minds of the judges, the characteristics of suretyship.

The external form of the volume is attractive, but there are traces of haste in the composition. The method of treatment is discursive and casual, and there is a tendency toward detailed statement of individual cases and more or less repetition of ideas. Much improvement would result from rearrangement and condensation. As it is, the book is more readable than instructive.

LECTURES ON SLAVONIC LAW. By Feodor Segel, Professor of Law in the University of Warsaw. London: Henry Frowde. New York: Oxford University Press, American Branch. 1902. pp. vii, 152. I 2mo.

A TREATISE ON THE AMERICAN LAW OF REAL PROPERTY. By Emory Washburn, Bussey Professor of Law in Harvard University. Sixth Edition by John Wurts, Professor of the Law of Real Property in the Yale Law School. 3 vols. Boston: Little, Brown & Co. 1902. pp. clxx, 579; 706; 636. 8vo.

THE NEGOTIABLE INSTRUMENTS LAW, WITH COPIOUS NOTES. By John J. Crawford. Second edition, New York: Baker, Voorhis, & Co. 1902. pp. xxxiv, 173. 8vo.

AMERICAN ELECTRICAL CASES, being a collection of important cases (excepting patent cases) decided in the state and federal courts of the United States from 1873 on subjects relating to the telegraph, the telephone, electric light and power, electric railway and other practical uses of electricity, with annotations. Edited by William W. Morrill. Volume VII. 1897-1901. Albany: Matthew Bender. 1902. pp. xxiv, 940. 8vo.

THE LAW OF INSURANCE-FIRE, LIFE, ACCIDENT, GUARANTEE. By William A. Kerr. St. Paul: Keefe-Davidson Co. 1902. pp. xi, 917. 8vo.