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Dominion law. Undoubtedly some of them are carrying on business under Provincial legislation, but the number is negligible. The constitutional difficulties in the United States do not arise in Canada. There is no express authority under the constitution of the United States for the incorporation of companies. If there is such authority it is by implication, and the subject is still under debate. This is not the case in Canada, as it has been held by the Judicial Committee of the Privy Council that the Dominion has authority to incorporate companies carrying on business throughout the Dominion.
The third plan suggested measures of publicity of corporate affairs which are largely embodied in the Dominion as well as in Provincial legislation. An extract from the opinion of Mr. F. J. Stimson, Advisory Counsel to the Industrial Commission, is worthy of reproduction. (The numbering of the plans referred to in this opinion is not that above indicated).
"Leaving that second plan, we now come to the third. That is the one I propose to take up first. This is an equally novel proposition, which, I think, originated before this Commission; that in order to meet the evil, real or imaginary, of those trusts or combinations, that is, of those great corporations now created by the States, the Federal Government, under the interstate power of the Constitution, should take under its control all corporations which were organized for the purpose of engaging in interstate-commerce business or are in fact doing such business. I am going to take up that, which I call the system of national control or Federal control. First, for this reason, that it is distinctly the most radical and revolutionary of the three courses, and also by far the most effective. In other words, if it be constitutional, and if Congress should deem it also expedient and wise, such an act of Congress would be a far more drastic and complete remedy, obviously, than the other two. Therefore, if the Commission were, at the end of its debate on this subject, satisfied both as to the constitutional power and the expediency of such a recommendation, it would in a sense dispose of the other two, which are both halfway measures. Therefore it seems to me wise to take up this plan first."
Mr. Stimson, in proceeding with the subject, advised that such a measure was constitutional, and he recommended Federal incorporation. This view was supported by the Commission, attention being drawn to the difficulties which such a measure would create. These difficulties are negligible in Canada, but may be substantial in the United States, when the constitution is considered. In future time they may not be negligible in Canada. The present appears to be the time for action towards reaching a decision.
In dealing with this subject, the rights of the Provinces, under the British North America Act, must be duly safeguarded. It is because these rights and also those of the Dominion are not clear or well-defined that a method of compromise should be suggested. The right of the Provinces to create companies with Provincial objects should not be encroached upon, and it is in no way suggested that such an encroachment should be discussed.
Beyond the right which is conferred by the British North America Act, which as such should be inviolable, it is clear that the main motive underlying the contest of the Provinces upon this question is that of revenue. The right of legislation in mortmain is undoubtedly brought forward on all occasions, but there is no doubt that it is brought forward very largely for the purpose of buttressing the situation of the Provinces for the obtaining of revenue.
The subject was discussed before the Banking and Commerce Committee of the Senate when the Companies Amendment Act of 1917 was considered, and it was suggested that all the revenue, or the bulk thereof, derived by the Dominion from the incorporation of companies should be handed over to the respective Provinces of the head offices of the various companies. It was even suggested that a clause should be inserted in the Bill making a statutory offer to this effect to the Provinces. However, as the matter was one of revenue, it could not be dealt with in a Bill originating in the Senate, and no further steps were taken. If the main contention of the Provinces is with respect to revenue, and if perhaps a greater revenue than that at present received could be handed back to them, a solution of the whole difficulty might be arranged.
Another objection raised to this arrangement-which is trivial when analyzed-is that it would be inconvenient to the people of the various Provinces, perhaps very distant from Ottawa, to apply to Ottawa for incorporation. There is no reason why a branch of the Department of the Secretary of State should not be established wherever it may be found to be convenient, so that no difficulty need be encountered in this way.
It is submitted for the consideration of the Canadian Bar Association that this or some similar method of solution of the difficulty should be submitted to the Dominion and the Provinces. The Association is strong in all the Provinces of Canada. The Attorneys General of the Provinces are, in fact, officers of the Association, and a conference may be arranged for the purpose of discussing the suggestion, or any other proposed method of alleviating the present situation.
It is one of the purposes of the Association to unite for the unification of Canadian law. There is scarcely any law in which there is greater diversity and where greater benefit would accrue from unification. The method of incorporation by Letters Patent originated in the Province of Canada, and it has spread to the Provinces of Quebec, Nova Scotia, New Brunswick and Manitoba. The Province of British Columbia on its erection adopted the English method of registration by Memorandum of Association. The North West Territories also adopted this method which was subsequently changed and the change continued by the Provinces of Alberta and Saskatchewan. The Provinces of Prince Edward Island and Nova Scotia have lately adopted that procedure. These methods are essentially different in principle, and these differences and their conclusions pervade the details of company organization. Which method should prevail is the subject for discussion. Each has its advantages, and perhaps its disadvantages, but it appears to be in the interest of every one concerned that a uniform method should be adopted, and in the end very little inconvenience would follow the adoption of either method.
COMMITTEE ON LEGAL EDUCATION
AS AMENDED AND ADOPTED, ANNUAL MEETING,
First Year. It is recommended that the following subjects form part of the first year's curriculum:
PRACTICE AND PROCEDURE (Civil and
7. HISTORY OF ENGLISH LAW
It is suggested that the following subject might also find
a place in the first year's curriculum:
JURISPRUDENCE (if not taken in the third year).
Second Year.-It is recommended that the following subjects form part of the second year's curriculum:
CORPORATIONS AND PARTNERSHIP.
PRACTICE AND PROCEDURE, (Including instructions as to the use of law reports,
digests and text books).
PROPERTY (Real and Personal) 2.
LANDLORD AND TENANT.
Third Year. It is recommended that the following subjects
form part of the third year's curriculum.
PRACTICE AND PROCEDURE (including criminal procedure).
5. CONFLICT OF LAWS.
RULES OF INTERPRETATION AND DRAFTING.
It is suggested that the following subjects might find a place in the third year's curriculum according to the varying needs or choice of the different provinces and schools:
PUBLIC INTERNATIONAL LAW.
JURISPRUDENCE (If not taken in the first year).
The Sub-Committee on Standard Curriculum in the Common Law Provinces begs leave to reserve the part of the terms of reference relating to training of students in public speaking for further and independent inquiry, first as to the character of such a course, and secondly as to the best means of finding a place for it in the curriculum of a law school.
COMMITTEE ON LEGAL EDUCATION
REPORT OF SUB-COMMITTEE ON CURRICULUM IN THE COMMON LAW PROVINCES AS PRESENTED
The report of the Committee on Legal Education of the Canadian Bar Association adopted at the annual meeting at Winnipeg, August 27th, 1919, contains the following:
"Your Committee further recommends that a special committee be appointed to prepare and submit a standard curriculum for adoption by the various law schools in the common law provinces, and that in such curriculum increased attention should be paid to the training of the students in legal ethics and public speaking."
Early in the autumn, Dean Lee, as Convener of the Legal Education Committee, got into communication with Sir James Aikins and with the Secretary of the Association with a view to giving effect to this recommendation. Sir James, having been authorized by Council to appoint all committees and subcommittees required by the Association, indicated to Dean Lee his wish that he should nominate the members of this sub-committee. Acting on this authority Dean Lee invited Dean Mac