PREFACE

The general principles and rules of commercial law seldom change, as they are founded upon justice and equity between men in their relations one with the other. Since these relations are common to all, and in civilized communities are more or less understood and observed by all, an understanding of the laws observed in conducting business affairs should not be difficult for the average commercial student if they are stated in language easily understood.

This text was prepared to meet the wants of those teachers who believe that a law text should be written so that it may be read and studied with understanding, and with an intelligent comprehension of its contents. The difficult technical phraseology of so many books has been avoided, and yet the simplicity of the language used in no way interferes with a thorough mastery of the subject it treats.

This text gives a larger and more extended treatment of the subject than is supplied in Richardson's Commercial Law, although many of the features which for many years have made that book the most popular of its kind, have been retained, and much of the text matter of some of the chapters has also been retained.

The chapter on contracts was entirely rewritten, and entirely new chapters on the sale of goods and various other subjects have been included.

A reading of the text will show a consistent co-ordination of the subject of contracts with all the other subjects considered. It will show that the law of agency, partnership, corporations, bailments, sale of goods, etc., is the law of contracts applied specifically to these different subjects.

In order to carry out the idea of simplicity and avoid the difficulties involved in applying the principles of law to technical reports of court decisions, the illustrative cases are stated in simpler language, although they are all based upon adjudicated

cases. This permits the student to apply the principles of law intelligently. Only those cases stating facts upon which decisions have been practically uniform, have been used for purposes of illustration.

As has been stated, the general principles of commercial law seldom change, but it should be remembered that often the decisions of even the highest courts rendered in cases where the facts are seemingly exactly similar, differ widely.

A course of training in commercial law that leads the student to believe that the decisions of courts upon cases involving the same statements of fact are always the same, or that leaves him in uncertainty with regard to a clear understanding of the essential facts of a given case is grossly misleading and objectionable. It should be clearly understood and pointed out that judges and juries render decisions upon what is their understanding of the facts and the law, but that the understanding and decision of another judge or jury may be entirely different.

From this it is clear that the purpose of instruction in commercial law should be in the direction of qualifying the student to exercise an intelligent judgment in the conduct of his business, so as to avoid transgression of the law and the penalties attached thereto, and to avoid the legal difficulties that are sure to result from ignorance of the law. The purpose of his instruction should be to avoid conflict with the law, and to so conduct his affairs at all times that he may be within the law as regards his own rights and privileges without infringing upon the rights and privileges of others. If this rather restricted purpose is maintained in the student's training, it will in the largest degree result to his benefit and protection in his subsequent career.

This purpose was continually kept in mind in the preparation of this text.

H. M. ROWE

INTRODUCTION

Law. It is difficult to define law so that it may be fully understood by the student. Blackstone, the great English authority, defines law as "a rule of civil conduct prescribed by the supreme power in a state, commanding what is right and prohibiting what is wrong." Among lawyers, in its broad sense, law is defined to be "a rule of action," but it really consists of many rules, all intended to sustain the rights of individuals, and to maintain the peace and order of society.

Another definition is that "law is any rule of civil conduct prescribed by competent political authority commanding certain things as necessary to, and forbidding certain other things as inconsistent with, the peace and order of society."

A simple definition of law is that it is composed of certain rules that have been prescribed to guide man as a member of society in his relations with his fellow-man, directing him in what he shall do to preserve his own rights without infringing upon the rights of others. Briefly then, law is a body of rules for the regulation of human conduct.

The underlying principle upon which all law is based in countries such as ours is that all men are free to do anything except that which is forbidden, while under older forms of government, the principle is that men are only permitted to do that which is allowed.

Divisions of law. There are two general divisions of law, international law and municipal law.

International law is that which regulates the intercourse of nations. It relates to the rights, the duties and the privileges of each nation in its dealings with other nations. It is expressed in a general code of procedure which has been accepted and ratified by all of the civilized nations, in treaties and agreements that have been entered into between them. Most of its provisions relate to commerce between nations, and, therefore, some portions of international law are included in the subject of commercial law.