those companies which had been organized before this change was made, except in regard to debts contracted before the repeal, the Court of Appeals held in the case of Slaymaker's adm'r. v. Jaffray & Co., decided in September, 1886, and reported in 82 Virginia, 346, that the liability was removed. What then could have been the object of inserting the provision that "there shall be no individual liability beyond the unpaid subscriptions to stock?" Coming as it does immediately after the license for the payment of subscriptions in every species of property, real and imaginary, and other things (chips and whetstones), and at any sort of prices, fair or foolish, it looks (though it is inconceivable that it could have been so intended) as if it might be effective to remove a personal liability growing out of such kind of subscriptions if any crookedness be found in them; in short, as a shield to fraud. That may be found effective to protect dishonest insolvencies will be avoided only by the astuteness of the courts in finding some possible sense and effect to give it, not appearing on the face of the language used.

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Our Legislature seems to have been eager to break down every barrier, and hold out every temptation to lead men into wild and reckless speculations, and extend to the unscrupulous every opportunity to misuse and abuse corporate franchises. For example: I find a charter for a mining company, of which the following are some of the features: The stock is to be not less than one million nor more than ten millions. It may acquire and hold 30,000 acres of land, of any kind and anywhere. Stock may be paid for in land, timber, labor, services, real or personal property, and the holders of stock so paid for shall be exempt from all liabilities whatsoever! It has unlimited authority to subscribe to the stock of other mining or manufacturing corporations in Virginia, and to pay such subscriptions in money or property.

Another, with a capital going up to ten millions, besides most of the powers given to the one just referred to, is empowered for its own use to own land without other limit than "not exceeding 20,000 acres in one county." It may, therefore, own two millions of acres in the State. It may build railroads not exceeding fifty miles in length, and actually is vested with the right of eminent domain, to condemn lands for its railroads; an assignment of the sovereign power of the Commonwealth for the benefit of a private corporation (not primarily a transportation company), calculated to provoke inquiry as to its validity.

Quite a number of the charters granted last winter have maxima of capital ranging from one to ten millions. Many contain powers so

extensive as to indicate the most ambitious schemes; and as the removal of the safeguards mentioned is the rule rather than the exception, in the legislative charters-an example which the courts may be expected to follow pretty freely-it may be said, without much exaggeration, that every facility has been afforded for the absorption of nearly all the capital and enterprise of the future into powerful corporations, able and ready to disregard the wholesome restraints of the past, or to observe them only so far as it suits them to do so.

Any candid and thoughtful mind, it seems to me, must come to the conclusion that we have gone too fast and too far. The cause of this movement is no doubt to be found in the desire to give the most liberal encouragement to new industrial enterprises, with the hope of attracting capital to the State, and promoting the development of her resources. This motive was a patriotic one. Interested parties have manifestly used it to the utmost possible extent-whether to a dangerous one, the future alone can surely decide. It is a fact of experience, that such grants, once begun, can rarely be withdrawn. So many interests will be arrayed in their defence, so much influence, money, and power will be ever ready to combine in their defence, that it is nearly certain that no effort at restrictive legislation stands much chance of success. The way in which a single great corporation, the Union Pacific Railroad, has for years been able to defy or evade the efforts of the Congress of the United States illustrates what would be the fate of any attempt, against which scores or hundreds of wealthy corporations would be combined.

When the vast preponderance of the business of society is in the hands of ideal bodies, without conscience and without sympathies, wielding boundless wealth and influence, respecting the laws only so far as may suit the purposes of their managers, is it an extravagance to fear that the time may come when the people will rise up to throw off such a burden, by a revolution, either of violence or of hostile legislation, more or less analagous to the social and political convulsions by which the people of Europe cast off the burdens of the feudal system?

These will doubtless be like the warnings of Cassandra. Still, upon the principles which I stated at the outset, it is our duty not the less to utter them.

ANNUAL ADDRESS

BY

CHARLES E. FENNER.

OF NEW ORLEANS.

THE ANCIENT LAWYER.

Mr. President and Gentlemen of the Virginia State Bar Association :

I am fully sensible that I owe the distinguished honor of being invited to deliver the annual address before the Bar Association of Virginia far less to any reputation I may have acquired than to the fact that I imbibed my first draughts of legal learning at that perennial fountain, the Law School of the University of Virginia, and that I recognize, amongst the most prominent members of your Association, some of those who were then my classmates, and who, like myself, recall with Horatian fervor those halcyon days of our youth, which we passed together under the "Consulate of Plancus❞—that fortunate Plancus, of whom we know so little save that he was Consul during the youth of Horace, but who is immortalized by the eloquent references of the poet. O, happy days, how far ye seem! O, ancient friends, how close and near !

In casting about for the theme of this address, I recalled a witty remark which was made by a speaker at the recent centennial banquet, tendered by the Bar of New York to the judges of the Supreme Court of the United States, who said: "Gentlemen, we are all lawyers here--except the judges." Happily, here, as there, the historic fame of the Virginia judiciary excludes all possibility of attributing to the remark the suspi

cion of its being a "lucus a non lucendo"; and I am myself sufficiently far from home to escape, I trust, the chance of a sinister application. I shall therefore assume that we are all lawyers-all except, indeed, the laymen present, who wouldn't be lawyers if they could, and the ladies-God bless 'em-who couldn't be lawyers if they would at least in the State of Virginia.

I may remark, en passant, that, at one period of Roman jurisprudence, women were freely admitted to the Bar, and some of them, notably Hortensia and Amasia, achieved no mean eminence therein; but a certain Afrania having scandalized the profession by disgraceful and dishonorable conduct, the Theodosian Code excluded women thereafter a conspicuous example of masculine injustice; for if a like penalty had been visited upon men for the misconduct of individual male lawyers, the whole human race would have been effectually disbarred, and the non-existent Bar Association of Virginia would have escaped the infliction of a prosy address by an impossible lawyer from Louisiana.

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Having thus reduced my audience, or those principally concerned in the occasion, to a happy family of lawyers all, the difficulty of selecting a subject is sensibly diminished; for the merest tyro in the orator's art of adapting his theme to his audience would perceive that he could not miss the mark if he talked about" our noble selves". subject of which the human We are difficult to tire. As the lawyer of to-day is tolerably well known to you, and as, moreover, I could hardly praise or blame him as he deserves, without a certain degree of offensive personality, I have concluded to pander to your ancestral pride and to supplement the charming work of Sir Henry Maine on Ancient Law, by a few remarks on the Ancient Lawyer.

The great French jurist, Merlin, remarks, with the modesty characteristic of the lawyer: "The origin of this profession is as ancient as the world itself. Wherever men have lived in society, there have necessarily been lawyers, because, everywhere, ignorance has been the heritage of the multitude, and has made them the victims of injustice and of tyranny. The wisest, the most enlightened, and the most courageous of their fellow-citizens have been those to whom the people have looked as their protectors and defenders, to whose zeal, talents and intelligence they have necessarily had recourse.'

I shall not, however, attempt to trace the protoplasmic stages of the profession amongst the most ancient peoples and civilizations, but shall