The Law in Business Problems

terest to him even as a lawyer-for the lawyers of today aim rather to be business caretakers and expert counsellors than eloquent advocates such as their grandfathers wished to be. Reflection on these business problems suggests to the lawyer, now and then, a living business origin for legal propositions-an explanation which affords a welcome substitute for the game of hide-andseek with an hypothesis which some one may have conjured up. (Cf. for example §§12, 13, 52, 197, 229, 270, 341.) And if he is inclined to look forward rather than backward, certainly the actual workings of the law in business are a consideration of prime importance.

To the lawyer who ventures into these pages, some of the juxtapositions will seem odd and more puzzling than to his business client, just because in the lawyer's study of legal concepts he has never had occasion to bring together widely divergent parts of the law for comparison in concrete business problems in which they happen to present alternative solutions. To the lawyer there is very little in common, unless he has mastered the rare art of seeing through the dead rule to the living reality beyond, in a contract requiring a deposit from an employee, a criminal prosecution for embezzlement, and a surety bond. Yet, as modes for enforcing responsibility of employees for money entrusted to their care, it is a practical business problem to compare their workings. A cynic may ask, "Why not add the cash register to the list?" The joke is not without its point, for the law is not the only means that man can devise for serving particular ends, and to the business man it is only by reference to these ends that the law assumes a real interest and an immediate importance. We have, accordingly, endeavored to "anatomize" business, as an old writer on business law once said, and study the part played by the law in this anatomy. Does the law help or hinder or otherwise affect the process of engaging in business? How does it stand by, when the trader makes representions to the public and when he negotiates and closes bargains with individual members of that public? What function does the law play in enforcing the mutual obligations of business man and customer? What effect has the law on those internal problems of a business which we may roughly call business

organization? None of the books, so far as we are aware, approaches the entire subject from this particular angle.

As to our method, we have simply endeavored to present teachable materials. Much of it is in the form of cases, some of which are as useful and interesting for their power to throw light on "how things happen" as they are for their rationes decidendi. But we have by no means permitted the dogma of a single method to stand between us and the reader, where we felt that we had something to say to him directly, especially in the first part of the book, after mastering which the student will be better prepared to use case material. Gradually the proportion of this editorial text is allowed to diminish so that the later chapters are made up of cases and just enough connective tissue to guide the student and preserve the readability of the book for others.

The liberal use we have made of learned notes and articles taken from the technical law reviews may seem surprising in a book for laymen. It is our sincere hope that the passages will speak for themselves and demonstrate the possible value of a good law journal to the business man who wants to keep au courant in his own field. In the present state of. our legal literature the journals are the repositories of our best thought in business law as well as other fields of jurisprudence.

Anything like a complete presentation of American business law within the compass of a volume is an impossible achievement and-in a land so well supplied with public libraries and trained lawyers a thoroughly useless undertaking. Besides, there are forty-eight state legislatures and a Federal Congress (to say nothing of ever so many schemes of initiative and referendum and law-making courts and commissions), conspiring day and night to make such a book obsolete before it gets through the press. A close, analytic examination of a huge welter of discordant rules is therefore not within the aim of the present undertaking. The type of book demanded by non-professional readers may be described as one that contains a clear, sound, and fairly adequate discussion of the legal aspects of the fundaindication of the extent to which the usual or standard rule of

law is in force throughout the entire country-or even throughout the civilized world. For business law is the branch of law to which Cicero's famous words quoted by Lord Mansfield, in Luke v. Lyde, 2 Burr. 887, are peculiarly applicable: Non erit lex alia Romae, alia Athenis, alia nunc, alia posthac, sed et apud omnes gentes et omni tempore una eademque lex obtinebit. Let this be our excuse for occasionally dipping into foreign systems for comparison.

While a collection of legal forms would doubtless prove a convenience to a certain number of readers, it is not thought advisable to enlarge the size of the volume with this kind of material. Those interested will generally have no difficulty in securing access to one of the comprehensive books on legal forms, as well as to certain of the law blanks which are locally in common use. It is rather dangerous in the present state of the law to carry such forms across state borders, as several great business houses have learned to their chagrin when their activities, originally exclusively local, became national in their scope.

All that can be accomplished with the aid of a book such as this is to help the student acquire a useful point of view, familiarity with some fundamental legal conceptions, training in thinking on legal propositions, and the power of applying such thought in the solution of concrete business problems. The problems, interspersed with the text and case material, will, it is hoped, help in this last and crowning purpose of the book.

Our obligations to writers of texts and compilers of casebooks as well as editors and publishers of periodicals are too numerous to mention as well as too obvious to require mention. So far as possible they have been indicated in the text and notes. We wish to record, however, one debt of gratitude, that owing to Professor George J. Thompson, of the University of Pittsburgh, for his numerous suggestions and painstaking reading of the proofs.

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