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89 U. Pa. L. Rev. 410 (1940-1941)
Benjamin Cardozo, American Judge

handle is hein.journals/pnlr89 and id is 428 raw text is: 410 UNIVERSITY OF PENNSYLVANIA LAW REVIEW The primary purpose of the present book seems to be to impart information. The former casebooks, on the other hand, laid emphasis on the training of the student in digging out the fundamental principles through a thorough analysis of the legal material found within the cases in the text and notes. Which method is the better only the future can reveal definitely. Suffice it to state that this book represents a distinct departure. A lengthy introductory statement entitled The evolution of business corporations is designed to furnish a brief history of the corporation in England and in America and a statement of the general legal nature of a corporation. There are no cases reprinted in the introductory chapter in the text dealing with the entity doctrine, nor with the disregard thereof, nor with the legal nature and status of a corporation, as contrasted with the joint stock association, the business trust and other forms of modern business associations. These matters are left to the introductory notes and brief digests. As to the wisdom of this policy, there is, of course, room for doubt. The reviewer's experience in teaching the topic of Corporations for thirty years has been that it is essential for the student to grasp, at the very outset, the nature of the corporate entity, the limitations on the entity doctrine, the distinctions in detail between the corporation on the one hand and the other types of business association for pecuniary profit on the other hand; and that, unless and until these fundamental principles are grasped from a thorough study of the cases, the student is left largely helpless to deal with many of the subsequent problems which depend so largely on the nature of the corporation. Again, in dealing with the method of creating corporations, in Chapter I, instead of presenting cases reported, the authors first submit two prelim- inary notes dealing, respectively, with formation by special acts and under general laws. They then annex extracts from the General Corporation Law of Delaware, followed by a Certificate of Incorporation of a Delaware cor- poration, the minutes of its first meeting of incorporators, the minutes of its first meeting of directors, and, finally, its by-laws. Naturally, much of the matter dealt with in these papers, particularly in the minutes and by- laws, is entirely unfamiliar to the student who has not at that point yet had the advantage of study of the principles of law which govern the prepara- tion and the contents of these papers. As has already been said, much research work and serious effort have gone into this book. It contains many new and useful cases. The footnotes are thorough and comprehensive. Whether, however, the book will prove useful for classroom purposes under the casebook method of teaching, as ordinarily employed, is a matter on which there well may be cause for doubt. Undoubtedly, the able authors will use it with their classes in a manner which will be entirely acceptable under the casebook method of instruction, but whether other teachers will be able to do so is another matter, because, as above stated, the book represents a definite and very distinct departure from the prior standard casebooks. I. Maurice Wornzser.4 BENJAMIN N. CARDOZO, AMERICAN JUDGE. By George S. Hellman. Whittlesey House, McGraw-Hill Book Company, New York, 194o. Pp. ix, 339. Price: $3.50. The author of this life of Mr. Justice Cardozo sets for himself the limita- tion upon those phases of his subject which he proposes to discuss. He dis- t Professor of Law, Fordham University.