114
THE GREEN BAG
the rewards which law and politics combined hold out to the indefatigably industrious, thus adding the spur of hope and encourage ment to the other charms of an unusual bio graphical work. BIOGRAPHY (Wallis). " Severn Teackle Wallis," by Bernard C. Steiner, in the January Sewanee Review, is an interesting account of a famous lawyer of Baltimore. CONSTITUTIONAL LAW. " Invalidity of Interstate Railway Transportation Contracts of Common Carriers," by M. C. Freerks, Central Law Journal (V. lxiv, p. 29). CONSTITUTIONAL LAW. " Relation Be tween the General Government and the States," by Thomas J. Johnston, Law Notes (V. x, p. 186). CONSTITUTIONAL LAW. " The National Constitution," by Joseph C. Clayton, American Lawyer (V. xiv, p. 544). CONSTITUTIONAL LAW (Treaties). In the North American Review, December 21 (vol. clxxxiii, p. 1239), is an article entitled " The United States can Enforce Its Law." This is written to prove that within their proper sphere, treaties and legislation of the United States are necessarily supreme, and that from the necessity of the case, the executive depart ment has power to enforce this supremacy just as the judicial department has power to declare it. Decisions early and recent of the Supreme Court are cited in support of this, and the question is asked why our government has hesitated to declare its power in the case of the San Francisco schools. While, owing to lack of remedial legislation, it may be im possible to punish infractions of treaties as in the case of the New Orleans riots, it is certainly possible to prevent continuous violation by a quasi public board even if the latter owes its authority to the state. CONSTITUTIONAL LAW (see Interstate Commerce, Public Policy, Jurisprudence). CONTRACTS. " Rescission of Executed Contracts of Sale for Breach of Warranty," by George A. Lee, Law Notes (V. x, p. 188). CORPORATION (Capital and Stock). "There are certainly few legal expressions more familiar than 'capital,' ' stock,' and ' capital stock,' says Frederick Dwight, in the
January Yale Law Journal (V. xvi, p. 161). "And yet when one examines the statutes and decisions in which they are employed, he finds the most extraordinary confusion and vague ness of thought. Possibly it would be more fair to the courts to say that legislatures have been at sea in the use of the terms, and judges, in endeavouring to clarify the situation, have only increased the tangle." " Both ' stock ' and ' capital ' seem to have been originally economic rather than legal in their significance. . . . With the development of corporations, both of these words, while retaining the eco nomic, acquired gradually distinct and technical meanings. Stock thus came to mean the undi vided interest which a shareholder had in the net assets of a company, while capital became the permanent fund with which the business of the corporation was conducted and which in general arose from the original sales of its ' stock.'" "The further division of ' stock ' corpora tions, however, into ' monied ' and 'business,' that is, banking and mercantile, produced a still narrower specialization of the word ' capi tal.' It is evident that whatever funds were originally subscribed might be greatly aug mented in value by judicious management and investment, or reduced to the vanishing point by misfortune or bad judgment. But by reason of the peculiar functions of banks, sub scribers to the ' stock ' were obliged to pay the corporations the nominal amount of such sub scriptions in cash. The aggregate fund thus received became a fixed, permanent ' entity ' to be invested apart from other resources, not increasing in its nominal value and not per mitted to fall below without imposing an obligation upon the stockholders to make such deficiency good. This is the present ' capital ' in the technical sense of the word. "Loose use of the words has caused confusion, especially in taxation questions. "It would be a very simple matter to pre vent this uncertainty. As a matter of fact ' stock ' and ' capital stock ' are now synony mous, referring exclusively to the shares held by the stockholders, the only possible dis tinction being that the former is usually used distributively (as ' the stock owned by. Jones ') and the latter collectively to represent the sum of total shares outstanding. . . . 'Capital'
