and all their powers, contractual and operative, are controlled by the Statute and by the ultra vires doctrine of Ashbury v. Riche. All they acquire from the rodomontade of the enactments of a general capacity is, practically, what the Privy Council said was infused into a Letters-Patent Charter because it did not conflict with the Statute under which the Bonanza Creek Company was constituted-the capacity to acquire ab extra rights.

I repeat that it is impossible to form a Common Law Corporation to-day. A Royal Charter or Letters Patent under the Great Seal cannot be issued except under the authority of an Act of a competent Legislature.

When one is issued it cannot confer any right, privilege or capacity incompatible with the Statute. It could not confer a general capacity, contractual or operative, against restrictive provisions in the Statute as to the objects of a Corporation or the sphere of its operations, and it could not by a general capacity abrogate the law of ultra vires laid down by Ashbury v. Riche as applicable to all statutory Companies.

I CONCLUDE THEREFORE:

(1) That the Bonanza Creek Case did not decide that the general capacity of a Common Law Corporation was conferred upon Joint Stock Companies formed under Statutory authority and constituted by Crown Letters Patent, but only such part of that general capacity as was not inconsistent with, or repugnant to, the terms and conditions and limitations of the constituting Statute-the capacity, for instance, of acquiring ab extra powers and rights.

(2) That the Statutory enactments of the Provinces designed to confer this general capacity far surpass the decision in the Bonanza Creek Case; and they are ineffectual because they are repugnant to the scope, object and purpose, and the express terms of the Statutes under which Companies are formed and Letters-Patent Charters are issued; and

that they are similarly repugnant to Companies formed by Special Acts and by registered Memoranda of Association under the Companies Acts of the various Provinces.

(3) That Companies constituted by Royal Letters Patent issued under the Companies Acts are like Companies incorporated by registered Memoranda of Association or by private Acts essentially Statutory and not Charter or Common Law Companies.

(4) That all these Companies are, except with regard to a capacity such as that of acquiring ab extra powers, subject to the principles or doctrines of ultra vires as expounded in the case of Ashbury v. Riche; and after such Companies exercise their capacity and acquire, for instance, ab extra rights, they continue even in operating these rights to be Statutory Companies controlled by their constituting Statute, with perchance some variation thereto by the lex loci of their new situs, and amenable to the same principle of ultra vires.

This article is inspired by a strong conviction and is written by the author under a sense of duty as the Editor of the CANADIAN LAW TIMES.

The views expressed are submitted as opinions formed upon investigation and reflection; and all readers of the CANADIAN LAW TIMES who entertain contrary opinions similarly formed, are invited to similarly submit them.

Intelligent, not captious, controversy will clarify any complexity; and must clarify this one.

The

Differences do not mean disparagements. greatest of our Judges have diverged in opinions of Law without impairing the bonds of admiring friendship.

The opinions of the Honourable Mr. Robson and of the Judges of the Appeal Court of Ontario have been accorded the fullest respect and consideration; but the issue is an all-important one, and one which is constantly presenting and representing itself in the

daily practice of the Profession; and it is essential to know whether we are to steer our clients by Ashbury v. Riche or by the interpretation given to the Bonanza Creek Case decision by the Appeal Court of Ontario in Edwards v. Blackmore.

Regina, November, 1920.

BRAM THOMPSON.

THE PLACE OF THE CIVIL CODE IN

CANADIAN LAW.

AN ADDRESS BY LOUIS S. ST. LAURENT, K.C., LL.D., OF QUEBEC, BEFORE CANADIAN BAR ASSOCIATION.

Mr. Chairman and Gentlemen,-Sir James Aikins was desirous of honouring the lawyers of Quebec who had the good fortune to entertain him at dinner some months ago, and the further good fortune to meet him again, as his guests, a few weeks later, and to do so he extended to me the privilege of addressing you at this meeting.

Now, I appreciated the compliment very deeply, but I, nevertheless, felt that I should leave him the full responsibility for devoting any of your time to such a purpose, so I asked him to indicate the subject upon which I should speak.

He has suggested that I "place freely before the Association the viewpoint of Canadian lawyers practising in Quebec, about the Civil Code and how it can be made useful throughout Canada in development of commercial and business law; and also how we can bring about greater unity of spirit among all Canadian people by better understanding among lawyers."

I must confess that I make no claim of speaking for the lawyers of Quebec as a body, and I am not presumptuous enough to think that my own answers to Sir James' questions would be of any value to the Canadian Bar Association as answers. But questions of that sort cannot call for the enunciation of findings by any one individual; all any one person can do is to contribute some scanty material that may be more or less worthy of consideration. And as the majority of the lawyers practising in Quebec are just ordinary practitioners without any special qualifications to answer such questions, my viewpoint may, perhaps, more appropriately represent the viewpoint of the average man than would that of more prominent members of our Bar.

With this qualification, therefore, I venture to say that the viewpoint of a lawyer practising in Quebec about the Code cannot but be continually changing as he becomes, from year to year, more familiar with all the complex problems of the every-day life of his fellow citizens, through which the strands of rights and obligations are so closely interwoven that he can almost feel the woof of the Civil Law as it sustains the whole fabric.

Being constantly in contact with a whole web of legal ties which he and all about him recognize, of which he and they feel the binding force and without which the fabric would rent and tear in innumerable places, and still meeting only here and there with a combination the exact counterpart of the articles of the Code, he begins to realize that those articles are only the key or cipher by which he may learn the laws which he sees in operation all about him, just as the alphabet and the combinations of alphabets which he grappled with in the nursery proved to be the keys and ciphers which opened up to him the mysteries of human thought committed to paper.

He then begins to realize that the Code is not a book of rules to be followed or broken with attendant good or evil consequences at the hands of the King's justices, but rather the historical synopsis of what has been, in the past, well ordered human behaviour and, as such, is indicative of those undying principles to which well ordered future human behaviour should conform or should be made to conform.

He begins to realize that codified law is not dead law destined to set up a standard which shall know no progress and be considered as ordering a state of living susceptible of no improvement, but rather, in its concrete statements, an exposition of solutions that have been tried and found beneficial and which flow from underlying principles susceptible of supplying, almost inexhaustibly, such future solutions as the increasing complexity of human transactions may require.

C.L.T.-65