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AN INVESTIGATION OF THE PRINCIPLES WHICH LIMIT THE CAPACITIES, POWERS, AND LIABILITIES

OF

CORPORATIONS,

AND MORE ESPECIALLY OF

JOINT STOCK COMPANIES.

BY

SEWARD BRICE, M.A., LL.D., LONDON, Of the Inner Temple, Barrister-at-Law.

"Here is a volume of 500 pp. upon a title to which, so far as we are aware, not even a chapter of any text-book in this country has been devoted, and to which we are quite sure no distinct heading has ever been assigned in an American Digest. Upwards of 1100 Cases are cited in this work, of which it may be fairly assumed that few do not involve pecuniary interests of considerable magnitude. In the next decade we may be sure that the doctrine of Ultra Vires as applicable to railroads, municipal and other chartered bodies in the United States, will assume a large political as well as legal importance. We welcome his pioneer volume as a fair result of the author's 'attempt, though, perhaps, nothing more,' to collect and group the more important of these various decisions.

This is the only work of its kind afforded the profession of either country. The English cases, many of great authority with us, are here collected and lucidly arranged. Besides the questions constantly presented to the Courts, it happens frequently that Corporation Counsel are called upon to give advice which may affect property of great value. In such an emergency this volume would be of essential service."-American Law Review, October 1874. "Much as one may be surprised at the confusion which clouds the doctrine of Ultra Vires, it is all the more pleasant to notice the lucid manner in which it has been handled by the author. His arrangement of the work is logical, and his treatment of the parts clear and concise. The work is arranged under four main heads. Each part appears to be well and appropriately filled up. The references to decided cases are full and accurate. result is a body of law essential as an appendix to any work on Corporations, and such as should be on the shelves of any lawyer who assumes to have a useful and reliable library of modern law."Canada Law Journal.

The

"Mr. Brice writes with knowledge and with precision; and his volume is probably as good as was possible in the present stage of the law."-The Daily News.

"When the reader has once got over the prejudice produced by Mr. Brice's strange enmity with his subject, he will find him a guide of very great value. Much information on a difficult and unattractive subject has been collected and arranged in a manner which will be of great assistance to the seeker after

the law on a point involving the powers of a company."-Law Journal.

"Mr. Brice himself calls his work an attempt to reduce a vast mass of authorities to something like order, and to deduce from them some general conclusions. To our mind it is a very creditable and courageous attempt, and really of the same class as those which started our present excellent text-books in other branches of the law. But here the author has chosen for himself a subject of great difficulty, and one in which he will find it difficult to interest the general student. The doctrine of Ultra Vires is of very modern growth, and took its rise in the attempt of our Courts to make old law fit a new state of facts by using and refining upon a maxim. The doctrine is thus, as Mr. Brice says, purely the creature of judicial decisions, and for this reason it forms a most embarrassing and awkward subject for any legal writer. In this case the author has certainly worked hard, and displayed great industry and research. He has endeavoured, and that successfully, to force his subject into some logical order, and to arrange a mass of vague decisions under different heads as clearly as was possible. He has, at all events, laid the foundation for, perhaps, a more complete and systematic text-book; which at some future time, when the Courts are themselves more logical in their decisions, will be written. He has certainly called attention to a most important branch of our law, which has hitherto been much neglected. It is a branch, also, which is daily growing in importance with the growth of Corporations and the increase of Joint Stock Companies. To investigate the principles which limit their capacity, power, and liabilities, is certainly a task worthy of the undertaking by any lawyer, more especially at the present time. We congratulate Mr. Brice on his success in so far as he has gone, and look forward to the time when some future edition of his work shall, the law itself on Ultra Vires having become more settled, be considered as one of our standard works upon its own special subject."-The Law.

"It is an exceedingly valuable work at this time when the rights and powers of Corporations are matters of so much interest in the United States, as well as in Great Britain, and its manifold cases furnish as interesting reading to the business man generally as to the lawyer or justice."-Boston (U. S.) Fournal of Commerce.

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AND THE MEANS OF SECURING THE DUE OBSERVANCE THEREOF.

AND CONTAINING IN EXTENSO,

WITH NOTES AND REFERENCES,

THE PUBLIC WORSHIP REGULATION ACT, 1874;

THE CHURCH DISCIPLINE ACT;

THE VARIOUS ACTS OF UNIFORMITY;

THE LITURGIES OF 1549, 1552, AND 1559,

COMPARED WITH THE PRESENT RUBRIC;

THE CANONS; THE ARTICLES;

AND THE

INJUNCTIONS, ADVERTISEMENTS, AND OTHER ORIGINAL DOCUMENTS OF LEGAL AUTHORITY.

BY SEWARD BRICE, LL.D.,

OF THE INNER TEMPLE, BARRISTER-AT-LAW.

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This day is Published, in 8vo., Price 75. 6d., cloth,

THE LAW OF USAGES and CUSTOMS:

A Practical Law Tract.

BY J. H. BALFOUR BROWNE,

'Of the Middle Temple, Barrister-at-Law,

Registrar to the Railway Commissioners; Author of "The Law of Carriers,”
Jurisprudence of Insanity," &c.

""The Medical

CONTENTS.

CHAPTER I.

As to Customs generally.

CHAPTER II.

As to Customs of the Country, and the Admissibility of the Proof of

these.

CHAPTER III.

As to the usages of Trade and the Laws of Evidence respecting

these.

In Preparation,

A PRACTICAL TREATISE

QN THE

LAW RELATING TO THE RATING

OF

RAILWAY, GAS, DOCK, HARBOUR, TRAMWAY,

BRIDGE, PIER, and other CORPORATIONS,

TO THE

RELIEF OF THE POOR.

By J. H. BALFOUR BROWNE,

Of the Middle Temple, Barrister-at-Law;

Author of "The Law of Usages and Customs," "The Law of Carriers," &c.

In one thick volume, 8vo., 1873, price 30s., cloth lettered,

THE LAW AND PRACTICE IN BANKRUPTCY;

Comprising the Bankruptcy Act, 1869; the Debtors Act, 1869; the Insolvent Debtors and Bankruptcy Repeal Act, 1869; together with the General Rules and Orders in Bankruptcy, at Common Law and in the County Courts;

With the Practice on Procedure to Adjudication, Procedure to Liquidation, Procedure to Composition, and Procedure under Debtors' Summons, Scales of Costs and

of Allowance to Witnesses.

Copious Notes, References, and a very full Index. Second Edition. By HENRY PHILIP ROCHE and WILLIAM HAZLITT, Barristers-at-Law, and Registrars of the Court of Bankruptcy.

From THE LAW.

"The aim of the authors in writing this book has been to make it useful to the profession, and in this they have eminently succeeded. Bringing to their task a long and varied experience of Bankruptcy laws, they have been able, from their position as Registrars of the Court, also to acquire more knowledge of the practical working of the new Act than could well have been obtained by any other writer, however gifted and industrious. The last statute, which by itself looked so simple, has, from the number and complexity of the rules framed thereunder, probably surpassed all its predecessors in accumulating a mass of forms and ceremonies. Therefore it is that a book like the above becomes absolutely necessary, more especially to solicitors who have but a small practice in Bankruptcy. The portion of the work which to such will be found most useful, is that on the practical procedure; where they will find plain and minute directions as to setting about the commencement of a Bankruptcy or Liquidation, and also as to its continuance and conclusion. There is also a special and carefully written chapter on Costs. There are included in the work all the statutes, rules, forms, and scales of costs, which can be wanted in a Bankruptcy case; while the Index is a book of itself, and seems unusually complete. The type and binding could not well be better. Altogether we can say of this book that it is the product of hard work, by men who know of what they write, and that it is worthy to stand beside our best text-books on the shelves of every lawyer."

From the LAW TIMES.

"This work is one which has naturally carried with it more weight than any other text-book, having been written by two registrars of the Court of Bankruptcy. In practice it has been found to realise the anticipations formed concerning it, in proof of which we have now in our hands a second edition. Perhaps the most valuable feature of the work is the fulness of the practical details which enable a tyro to transact his business with tolerable security. The first half of the work comprises the Bankruptcy Act and the Debtors Act, which have been carefully and ably noted with all the decisions; and the latter half is devoted mainly to practice and procedure. The Bills of Sale Act and one or two other enactments are incorporated which are frequently consulted by the bankruptcy practitioner. A very elaborate index ends the volume."

From the LAW JOURNAL.

"The work before us also contains the Debtors Act of 1869, the Bankruptcy Repeal Act of 1869, the Absconding Debtors Act, 1869, with several other Acts and all the General Rules in Bankruptcy, printed and annotated in the same manner as the principal Act. There is also a very full collection of forms and bills of costs; but the portion of the work which is decidedly the most novel, and we imagine will prove extremely useful, is that comprised in pages 355-474. which contain an exposition by the authors on the practice on procedure to adjudication, liquidation, and composition with creditors, and on procedure under a debtors' summons. It is not often that a practising lawyer is able to turn to a book on Practice written by the judges of the particular Court to which it relates, and, as it were, stamped with the seal of authority. In con

clusion, we have only to say that Messrs. Roche and Hazlitt have appended to their work a very full and copious index, and that we can cordially and conscientiously recommend it to the notice of the legal profession."

From the SOLICITORS' JOURNAL.

"In the book before us, a reader is enabled by means of large consecutive figures at the head of each margin to reach the section and cases he requires without the trouble of referring to the index. In the hurry of daily practice this will probably be found no small advantage. In the subsequent chapters on adjudication, liquidation, composition, and debtors' summons, the arrangement adopted is the convenient one for practical purposes of tracing each consecutive step of the procedure, and welding together the provisions of the Acts, Rules, and Forms, with the substance of the cases. This appears to us to be successfully accomplished, and the book, as a whole, constitutes a useful digest of the statutory and case law. As regards the former, the work appears to contain every provision relating to or connected with the subject, including even the orders made in December, 1869, transferring business then pending. The cases are taken from a wide range of reports and include a considerable number cited from MSS. notes. The index is unusually full, combining both an analysis and index; and, lastly, the type and paper are all that can be desired."

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