Law Commons^™

Creditors' Rights And Security Transactions--1958 Tennessee Survey, Forrest W. Lacey

Vanderbilt Law Review

Fraudulent Conveyances: In Nashville Milk Producers, Inc. v. Alston' a bill to set aside transfers of a herd of dairy cattle alleged that the debtor in 1953 purported to transfer the herd to his wife, and that in 1955 the wife purported to transfer the herd to their son. Both transfers were alleged to have been made for no consideration, or a consideration that was not fair and adequate. The bill also charged that the conveyances rendered the grantor insolvent, and were part of a general scheme participated in by all three defendants to hinder, delay and defraud existing and …

State "Blue Sky" And Federal Securities Laws, Edward R. Hayes

Vanderbilt Law Review

The subject of state and federal regulation of securities is one with which most lawyers have little familiarity. It may not have been discussed in any of their law school courses;' and their practice may have involved the organization and financing of few if any corporations. This lack of familiarity results in unawareness of the "extent to which security transactions are subject to regulation, a sometimes erroneous assumption that securities may be issued lawfully by the occasional corporate (and even noncorporate) client without necessity for complying with statutory requirements, and an overlooking of possible rights of clients who may have …

Problems In Joint Ownership Of Patents, Harrington A. Lackey

Vanderbilt Law Review

In that area of the law where rights in the products of mental conception are created, transferred and litigated, the general practitioner is often bewildered by the challenge to identify such rights with legal principles familiar to him. Although certain of these rights have arisen and are protected under our common law, patent rights are creatures of federal statutes authorized under our Constitution. Moreover, patents are identified as property, and under the 1952 Patent Act, they have been further classified as personal property. Here the confusion begins.

The Brandeis Brief, Marion E. Doro

Vanderbilt Law Review

On February 13, 1939, Louis D. Brandeis wrote the following note to his Chief Executive:

Dear Mr. President:Pursuant to the Act of March 1, 1937, I retire this day from regular service on the bench. Cordially, Louis D. Brandeis

With this brief, laconic statement, he ended twenty-three years on the Supreme Court of the United States at the age of eighty-two. In frail health, but still retaining the intellectual vigor he displayed all his life, he stepped down from the bench to make way for a younger member. This act in itself was characteristic of Brandeis; his respect for the …

The Legal Status Of Joint Venture Corporations, Thomas F. Broden, Alfred L. Scanlan

Vanderbilt Law Review

American industry employs many forms of business organizations. The sole proprietorship, the partnership, general and limited, the joint venture, the joint stock company, the corporation, public issue and close, and many others are all familiar and well established in their use. This article deals with the use by American industry of the close corporation to carry on a joint venture. With due deference to purists in legal terminology we have elected to refer to this particular type of corporate entity as the joint venture corporation. In this article we not only look at the use made of the joint venture …

Humor In Or Of Wills, Elmer M. Million

Vanderbilt Law Review

Wills are of great antiquity. According to Moslem tradition, Adam(the original, as distinguished from the Old) drafted a will which was handed down orally until reduced to writing in the time of Mahomet. Medieval scholars seriously debated whether this will existed. However, "the authenticity of this will has not been established." If written after Adam's eviction from the Garden of Eden for breach of a substantial condition of the tenancy, it would presumably be a testament only, Adam no longer having any interest in land to transmit.

Jerome Frank's Contributions To The Philosophy Of American Legal Realism, Julius Paul

Vanderbilt Law Review

Justice Holmes' famous statement that "the life of the law has not been logic: it has been experience' has had a profound effect on contemporary American jurisprudence. Holmes' monumental influence, together with the impact of positivism, American pragmatism,and more recently, psychoanalysis, have all played important roles in shaping the development of the school of American legal realism.

One of the most controversial and provocative members of this school was Jerome Frank, who was not only a prolific writer on matters legal, but also an eminent corporation lawyer, a government counsel, an administrator (a Commissioner and later Chairman of the Securities …

Jeremy Bentham, The Contract Clause And Justice John Archibald Campbell, John R. Schmidhauser

Vanderbilt Law Review

Conflicts between the desire to meet the felt needs of society and the desire to maintain existing property rights have long perplexed modern governments. The methods adopted for the resolution of such conflicts quite naturally reflect the prevailing social and political ideology in each nation. In the United States in the period of the Philadelphia Convention, the prevailing temper, at least among the influential, was one of insistence upon the preservation of the sanctity of private property. This insistence and the widespread public reverence for law and judicial institutions determined that state interference with or modification of private contracts be …

The Supreme Court And Racial Discrimination, George W. Spicer

Vanderbilt Law Review

The purpose of this essay is to consider the response of the Supreme Court of the United States to two general aspects of racial discrimination: first, discrimination as restrictive of political freedom and, second,discrimination as restrictive of the enjoyment of such social advantages as the acquisition and occupancy of real estate, transportation and education.

Alexander Hamilton And The Historians, Stanley D. Rose

Vanderbilt Law Review

The year of 1957 was the 200th anniversary of the birth of Alexander Hamilton--only he was really born in 1755. As befitted such a year,a goodly number of books were put forth by hopeful publishers. What follows will be, at least in part, an evaluation of some of these books and their subject. But first, we ought to ask: Why more of the same? Why more books on a man so well known? We only know the past through the eyes of others. And strangely enough, different eyes see different things when looking at the same subject. In Beveridge's Life …

Stockholders' Derivative Suits In Southern Jurisdictions, W. Jack Williams

Vanderbilt Law Review

The stockholders' derivative suit has been of increasing prominence during the past several decades. As an action in equity instituted by individual stockholders, the suit is representative in nature in that the stockholder prosecutes the action for all stockholders who are similarly situated. Yet, as the suit is in behalf of the corporate entity and not the stockholders personally, it is derivative.'

As in most other areas of corporate law in southern jurisdictions,there exists no comprehensive body of statutory or case law dealing with all facets of stockholders' derivative suits. The greater part of the body of law in this …

Recent Cases, Law Review Staff

Vanderbilt Law Review

Automobiles--Owner's Liability Statutes--Application to the Master-Servant Relationship

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Bankruptcy--Discharge--Failure of Creditor to Inform Bankruptcy Court of Bankrupt's Fraud in Procuring Loan

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Bills and Notes--Demand Instruments--Time When Statute of Limitations Begins to Run

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Bills and Notes--Holder in Due Course--Giving a Check in Exchange for Another Negotiable Instrument is not the Giving of Value When the Check Turns Out to be Worthless

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Constitutional Law--Due Process of Law--Use of Perjured Testimony and Suppression of Material Evidence Favorable to Accused in State Criminal Proceedings

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Constitutional Law--Equal Protection of the Laws--Executory Interest Conditioned upon Racial Restriction on Use of Land

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Book Reviews, Ronan E. Degnan, James J. Lenoir (Reviewer), David H. Vernon (Reviewer), David W. Louisell (Reviewer), David Maxwell (Reviewer)

Vanderbilt Law Review

Book Reviews:

Cases and Materials on Evidence, Fourth Edition. By Morgan, Maguide & Weinstein Brooklyn: Foundation Press, 1957. Pp. xxiv,880. $11.00

reviewers: Ronan E. Degnan and David W. Louisell

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Estate Planning and Taxation Two volumes. By William J. Bowe Buffalo: Dennis & Company, Inc., 1957. Vol. I, pp. lvi, 590; Vol. II,pp. viii, 614.

reviewer: James J. Lenoir

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The Sanctity of Life and the Criminal Law By Glanville Williams. New York: Alfred A. Knopf, 1957. Pp. xi, 350. $5.00.

reviewer: David H. Vernon

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Current Legal Problems Edited by G. W. Keeton & G. Schwarzenberger London: Stevens & …

Du Pont General Motors Case, James A. Hart

Vanderbilt Law Review

On June 3, 1957, the United States Supreme Court, in a four to two decision, held that the du Pont Company's ownership of twenty-three per cent of the voting stock of General Motors had tended to create a monopoly in a line of commerce and thus violated section 71 of the Clayton Act. Justice Brennan wrote the majority opinion and Justice Burton, joined by Justice Frankfurter filed a vigorous dissent. Three of the Justices, Clark, Harlan and Whittaker took no part in the consideration or decision of the case. Hence, a possibility remains that the present Court, with all nine …

Competition Versus Regulation: The Agricultural Exemption In The Motor Carrier Act, Carl H. Fulda

Vanderbilt Law Review

Transportation of passengers or property by motor carriers engaged in interstate or foreign commerce has been subject to federal regulation by the Interstate Commerce Commission since 1935. At that time motor carriers in intrastate commerce were regulated in all the states of the Union by state commissions which controlled entry into the industry, rates, and safety of operations, but there was no comparable federal regulation. The Federal Motor Carrier Act of 1935, now part II of the Interstate Commerce Act,' was intended to fill this gap by creating a federal regulatory scheme similar to that provided by the states. In …

For H.R. Ii And S. Ii To Strengthen The Robinson-Patman Act And Amend The Antitrust Law Prohibiting Price Discrimination, Wright Patman M.C.

Vanderbilt Law Review

H. R. 11 and S. 11 are modest and simple legislative proposals.'They provide for no change in our antitrust laws prohibiting price discrimination except to limit somewhat the use of the "good faith" defense. The extent of this limitation goes no further than to assist the Act by providing that the "good faith" defense shall not operate as an absolute and complete bar to a proceeding by the Government against the practices of destructive price discrimination: In other words, those discriminations which would have the effect of substantially lessening competition and tending to create a monopoly may not be defended …

"Cartels" Under The New German Cartel Statute, Heinrich Kronstein

Vanderbilt Law Review

On January 1, 1958, the "Cartel Statute" of the Federal Republic of Germany' became effective. American interests in this event are threefold: (1) During the past decade Americans have tried to convince the Western world that in an industrial, democratic society legislation of the American antitrust type is imperative. Is the German cartel statute a piece of legislation of this type? (2) The enactment of the statute brings to an end the application of Law No. 56 enacted by the American Military Government on January 28, 1947. The Paris Treaty between the Allied Powers and Germany provided that the Allied …

The Impact On Business Of Antitrust Decrees, Philip Marcus

Vanderbilt Law Review

Government regulation of business may not be widespread but it is not unknown in this country. The source of such regulation normally,however, is a federal or state statute. Sometimes, as in the case of the Fair Trade Laws, businessmen have even promoted such regulation. Less well known, but often far-reaching, is the regulation of business conduct through antitrust judgments. Needless to say, generally such judgments are not welcomed by those to whom they apply.

About five hundred civil antitrust judgments have been entered in cases brought by the United States under the antitrust laws.' Cease and desist orders of the …

A Note On Concentration Studies And Antitrust Policy, Jesse W. Markham

Vanderbilt Law Review

The current interest in industrial concentration studies almost rivals that which gave rise to the Temporary National Economic Committee's voluminous output on the subject two decades ago. Indeed,by almost any standard, 1957 was a banner year. The Federal Trade Commission opened the season with its 656-page report in January. The National Industrial Conference Board devoted a session to the topic at its forty-first annual meeting in May. In July the Bureau of the Census published its study performed at the request of the Senate Subcommittee on Antitrust and Monopoly. In June the Chamber of Commerce of the United States issued …

Refusal To Sell, Vernon A. Mund

Vanderbilt Law Review

Today, the business practice of refusal to sell is one of the principal antitrust complaints. However, paradoxically, it is a complaint which receives practically the least amount of attention and relief. Typically, the antitrust agencies treat reports on refusal to sell with the generalized reply that "the seller has the right to choose his own customers." The very number of complaints, however, as well as an economic analysis of the practice itself, points to the need for a reevaluation of this business practice and for a reappraisal of the currently applicable judicial decisions.

As we shall see in the present …

The Legality Of Trade Association Statistical Reporting Under The Antitrust Laws, Harry Kemker

Vanderbilt Law Review

Of the myriad economic functions performed by trade associations,the practice of gathering, compiling, and disseminating trade statistics is doubtless one of the most important.' Although the numerous statistical reporting programs vary markedly in size and scope, it seems safe to say that at least two-thirds of all trade associations indulge in some form of statistical activity. The beginning of this trade association statistical reporting is usually attributed to the theories contained in a book called The New Competition, written by A. J. Eddy and published in 1912. The concept championed by this work was "open competition," and an important part …

The Doctrine Of Misappropriation In Unfair Competition, W. Edward Sell

Vanderbilt Law Review

The last fifty years have witnessed a tremendous surge in American businesses, both in number and in size. With this development, new methods of doing business have been devised. Although these methods are generally designed to increase competition in our economy, not all of them are considered ethical or fair. Some of these unfair or unethical practices are now controlled, within limitations, by the Federal Trade Commission. The remaining acts or practices must be controlled by other means within the framework of the law. The legal touchstone in such instances is "unfair competition." One of the greatest problems in this …

Worldmarks And The Antitrust Law, Rudolf Callmann

Vanderbilt Law Review

Like all things, trademark rights can also be exploited for sinister purposes. A trademark can, for example, be used in violation of the antitrust laws and no elaborate references need be made to the legislative history of the Lanham Act to demonstrate that the Act was "not intended to undermine the anti-trust laws."' Certain specific provisions of the Act clearly disclose the legislative intent to dissuade a trademark owner from using his mark in violation of the antitrust laws.

Trading Stamps, Josiah Baker

Vanderbilt Law Review

It is as hard to define the trading stamp as it is to count the points on the circumference of a circle, for a trading stamp is what it appears to be and that, of course, depends upon point of view. To the housewife,it is a coupon--in some instances free, in others expensive--for which a redemption value may be claimed. To the stamp-issuing merchant,it is a method of advertising taking the form of a promotional device or operating as a discount to cash customers. To the nonissuing merchant, it is an instrumentality of unfair competition. To the trading stamp company, …

The Supreme Court And Obscenity, Philip M. Carden

Vanderbilt Law Review

The Supreme Court of the United States has now made binding law of its oft-repeated dictum that obscenity is beyond the pale of constitutionally protected free expression. After being spared-or avoiding-the necessity of ruling squarely on the constitutional status of obscene matter for 169 years, the Court addressed itself to virtually every aspect of the whole slippery problem in a single year. The Court disposed of seven obscene publication cases' in the twelvemonths through January, 1958. These included three reversals this term in memorandum decisions merely citing the major opinion of the series, which was handed down in the combined …

Recent Cases, Law Review Staff

Vanderbilt Law Review

Attorneys--Unauthorized Practice of Law--Negligence per se for Which Liable to Injured Person Other than Client

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Conflict of Laws--Choice of Law--Application of Dramshop Act Where Injury Occurs in Another State

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Constitutional Law--Due Process--Legislative Publication of Intercepted Attorney-Client Communication

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Corporations--Stockholders' Rights--Mandamus to Compel Inspection of Corporate Books at Place Outside Forum State

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Creditors' Rights--Federal Tax Liens--Removal of Lien from Property in Hands of Bonafide Purchaser

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Criminal Law--Perjury--Witness Brought before Grand Jury for Primary Purpose of Extracting Perjured Testimony

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Domestic Relations--Torts--Action by Husband against Wife for Negligently inflicted Personal Injuries

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Evidence--Witnesses--Cross-Examination of Character Witness for Accused …

Book Reviews, Edward R. Hayes, Bennett B. Patterson, Elston Roady

Vanderbilt Law Review

Anatomy of a Murder

By Robert Traver

This novel of a killing and its consequences has great dramatic qualities and is outstanding in its description of the lawyer's role in defending one accused of crime. The author, who has written several other books under the name of Robert Traver, qualifies as a legal expert through many years of practice in the Upper Peninsula; he has also recently become a Justice on the Supreme Court of Michigan.

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Groups and the Constitution

By Robert A. Horn

The first chapter in the book, which deals with the growth of the freedom of …

Exclusive Arrangements And Refusal To Deal Problems, Reynolds C. Seitz

Vanderbilt Law Review

Justification for including a discussion on exclusive dealing arrangements and on refusal to deal decisions in a symposium devoted to trade practices rests upon the practical consideration that there exists on the part of business management a considerable interest in the two commercial tools.

Business executives find appeal in the prospect of using a contract calling for exclusive dealing.' Those engaged in commerce have for a variety of purposes frequently employed as a lever the refusal to deal.

Possible antitrust implications in the use of the two devices has not always been understood by business. In recent years, however, the …

Commercial Restrictions In English Law, Edward A. Morrison

Vanderbilt Law Review

With the passing of the Restrictive Trade Practices Act, 1956, the English statute book is now furnished with a set of enactments, comprising this Act and the Monopolies Acts 1948 and 1953, which are comparable to the anti-trust legislation of the United States. The English statutes present marked dissimilarities to their American counterparts both in aim and method. In order to understand them it is necessary to consider certain divergences of emphasis on the part of English and American judges on the common law rules in which the legislation of the two countries alike is embedded, and certain aspects of …

Recent Cases, Law Review Staff

Vanderbilt Law Review

Agency--Representations--Liability of Principal for Agent's Assault Where Consent Obtained by Fraud

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Constitutional Law--Due Process--Admissibility in State Criminal Prosecution of Results of Blood Test taken while Accused was Unconscious

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Constitutional Law--Privilege Against Self-Incrimination--Effect of Possible Federal Prosecution on Application of State Immunity Statute in State Criminal Proceedings

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Constitutional Law--Military Jurisdiction--Capital Offenses Committed by Civilian Dependents Accompanying Armed Forces Abroad in Peacetime

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Corporations--Election of Directors--Conflict Between Constitutional Right of Cumulative Voting and Statute Authorizing Classification of Directors

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Corporations--Officers--Secretary--Treasurer's Authority to Institute Litigation

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Corporations--Shareholder Voting Agreements--Applicability of Voting Trust Statute to Pooling Agreement Giving Irrevocable Proxies to …