THE GREEN BAG grant the franchise to be a corporation, and is it not, therefore, for the state alone to com plain if persons usurp that franchise? Is it not well settled that, except as against the state, a de facto corporation is just as good as a de jure corporation? Has it not been writ ten that the existence of a corporation shall not be attacked collaterally? ' It will be the attempt of this article to meet these ques tions." Professor Warren, after citing and discuss ing a large number of cases, sums up his con clusions as follows: • "i. When the existence of a corporation is only collaterally in issue, proof of facts sufficient to satisfy the requirements of the de facto doctrine is sufficient to make a prima facie case. "2. If a corporation is in existence, but there is a ground upon which the state might have its existence forfeited, no one but the state can take advantage of this cause of forfeiture. "3. Most failures to conform strictly to statutory provisions regarding the formation and regulation of corporations are not fatal to the formation of a de jure corporation. But failure to perform an act, the performance of which the legislature has intended to be a condition precedent to incorporation, is neces sarily fatal. "4. There are considerations of public policy so urgent as to justify the courts in holding that a de facto corporation may be a conduit of title. "5. The de facto doctrine has a very im portant scope in cases where contracts have been made on a corporate basis. "6. If associates who have not the corpo rate privilege assume to exercise it, there is no established doctrine that all but the state must submit. It is not proper to apply to such a case the doctrine that the existence of a corporation cannot be attacked collaterally. "7. The de facto doctrine should be applied with caution when it is invoked for the benefit of the associates themselves against persons who have not "dealt with them as a corpora tion. It is anomalous to permit the usurper of a right to require a stranger to submit to the assertion of such right. "8. It is anomalous to bridge a legal gap,
even for the benefit of a person who has made an expenditure in good faith. "9. There may be no objection to apply ing the doctrine for the benefit of the asso ciates themselves against strangers, if the associates are asserting a right which is in them either as natural persons or as a corpo ration. "10. The doctrine should never be applied for the benefit of the associates themselves to the prejudice of an innocent stranger." CRIMINAL LAW. "The Law of Homi cide," Francis Wharton. Third Edition by Frank H. Bowlby. Rochester, 1907 (pp. 156, 11 20). Wharton on Homicide is noteworthy, first of all, as a very large book on a compara tively narrow subject. The second edition, published in 187s, formed a thick octavo volume, and the present third edition is fifty per cent larger than the second. Yet this great bulk does not indicate that the subject is treated with the fullness of a monograph. The actual amount of case law on the subject of homicide seems to bear out the assertion that life is very cheaply held in this country. The table of cases alone, in this edition, occu pies one hundred twenty-five pages of very closely printed names in double column. There are probably at least eight thousand cases cited. The matter contained in the second edi tion, as Dr. Wharton left it, has been entirely changed in arrangement and largely modi fied in statement by the editor of this volume. In some respects these changes are much for the better. The least satisfactory part of Dr. Wharton's books was the arrangement and analysis of his subjects, and the editor of this edition has gained in clearness of treat ment by the re-arrangement. On the other hand, the new matter is much less philosoph ical in tone and authoritative in form of state ment than Dr. Wharton's work. In fact, the editor's contributions are in the form of statements of new cases rather than of dis cussions of principle. The cases are stated very well, but in some sections apparently contradictory decisions are cited with noattempt to reconcile their differences and with no indication as to which represents the better doctrine. On the whole, however, the work of the
