See Letts v. Hoboken Co., 70 N. J. Law 358, 57 Atl. 392; Bernadsky v. Erie Railroad Co., 76 N. J. Law 580, 70 Atl. 189; Dierkes v. Hauxhaust Land Co., 80 N. J. Law 369, 79 Atl. 361, 34 L. R. A. (N. S.) 693; West Jersey & Seashore R. R. Co. v. Welsh, 62 N. J. Law 655, 42 Atl. 736, 72 Am St. Rep, 546. The doctrine does not extend to cases where a servant acts for himself under threats against himself instead of in and about his master's business. Holler v. Ross, 68 N. J. Law 324, 53 Atl. 472, 59 L. R. A. 943, 96 Am. St. Rep. 546. In applying this law to what happened in this case, it appears that under circumstances that were delusive the detectives, in the performance of a duty to which they had been specially assigned for the protection of their master's property, made an arrest in the course of which The defendant, however, complainз not only of this ruling, which arose from his motion for a directed verdict and is here on a proper exception, but to the court's refusal to submit the same question to the jury. Although pleaded as a defense, the defendant did not present a point or prayer for its submission, nor was there evidence introduced by the defendant on which there could validly be raised a question of scope of authority for the jury to consider. On this question its testimony was in harmony with-indeed it strengthened the testimony for the plaintiff. Moreover, we find that this alleged error is before the court neither on an assignment of error nor by an exception on which a valid assignment can be based. But aside from this, we are of opinion that the very matter which, as we have found, sustains they inflicted the injury complained the validity of the court's instruc of. In doing so they arrested and inflicted injury upon an innocent man instead of upon men doing or threatening to do injury to their master's property. In plain words, they made a mistake. But the mistake was made in the performance of the authority to protect property which their master had conferred upon them. Their mistake amounted to negligence and for their negligence, when thus occurring in the performance of their duty, the master is responsible. We think no other conclusion can be reached from the evidence. Therefore the learned trial judge committed no error in announcing it as matter of law. tion with reference.to the scope of authority of the defendant's agents makes the submission of this question to the jury improper. The concluding assignment charges error to the court in submitting the question of justification for shooting in protection of life or property when that defense had not been pleaded. This, in our judgment, was not error. If error, it certainly was not prejudicial. The submission of this defense, though not raised by the pleading, enured to the defendant's benefit, for without it the defendant would have had nothing on which to go to the jury. The judgment below is affirmed. BOOK REVIEW Joyce on Defenses to Commercial Paper Joyce on Defenses to Commercial Paper has been a standard legal authority for more than 16 years. The new second edition (1924) of this widely used work is more than an addition to the Law of Negotiable Instruments. It presents the entire law on this important subject. The first edition of this authoritative treatise was published in 1907. Since that time there have been many important changes in and additions to the law of negotiable paper. When the first edition was brought out, only a few of the states had adopted the Uniform Negotiable Instruments Act. Now the uniform statute is in force in every state except Georgia and in every territory subject to the jurisdiction of the United States, except Porto Rico. While the uniform statute is, in a general way, a codification of the existing law of negotiable paper, its adoption has introduced changes into the law of many states. The authors of the original work were Joseph A. Joyce and Howard C. Joyce. The revision and enlargement of the original work presented in the second edition is the work of Daniel W. Crockett, of the editorial staff of the Bobbs-Merrill Co. The title "Defenses to Commercial Paper" should not be interpreted to mean that the treatise is confined or restricted to some particular phase of the law of negotiable instruments. On the contrary, it is an absolutely complete and exhaustive treatment of every phase of the subject. When an action is brought upon a negotiable instrument, the paramount question raised is whether the party sued can establish a defense; whether he can defeat a re covery. The defense may be anything pertaining to the execution, issuance, transfer, enforcement or collection of the paper. Consequently, a work which treats fully of defenses to negotiable paper must of necessity present all of the law on the subject. The full text of the Uniform Negotiable Instruments Act is given. When this statute was adopted in the different states many of them made numerous changes is its various sections. After each section of the statute are given the changes or alterations which any of the states made in that particular section. And, after each section of the statute are given the decisions of the courts of the United States and of the different states construing and applying that section. These decisions are conveniently arranged alphabetically by states. Some idea of the size of this portion of the work may be gained by the statement that it occupies 600 pages. It is, in fact, a complete book in itself, and the publisher would be fully justified in bringing it out as a separate work. The full text of the English Bills of Exchange Act, upon which the American Negotiable Instruments Act was largely based, is also given. It would be impossible in the space ordinarily occupied by a review to set forth even brief outline of the contents, which in the work itself occupies some 30 pages. It should be sufficient to say that the subject is covered in its entirety. The work is published in two volumes which, together, make 2,342 pages. Approximately 13,000 decisions of all courts, State and Federal, are cited in the foot notes in support of the text and a complete table of these decisions alphabetically arranged is included. The price of the work is $20. The publisher is the Bobbs-Merrill Co., Indianapolis, Ind. JOHN EDSON BRADY, Editor VOL. 3 JUNE. 1924 No. 6 Statute Imposing Penalties on Foreign Corporations Failing to Report Held Constitutional E ACH state has the power to prescribe the conditions upon which corporations, organized under the laws of other states, may do business within its borders. In other words, “foreign corporations" may enter a state for the purpose of transacting business therein only upon terms specified by that state. Every corporation is a "foreign corporation" in every state except the one from which it obtains its charter. A failure on the part of a corporation, even through oversight, to observe the requirements of the foreign corporation statutes of the states in which it does business may result in the assessment against it of penalties, more or less severe. Something of this nature happened in a case which recently came up in Illinois. The Taxation Act of Illinois requires every corporation for profit, organized outside of the State of Illinois and admitted to do business in the state, to pay an annual franchise tax on the proportion of its capital stock authorized by its charter, represented by business transacted and property located within the state. Every such corporation, unless it is included in certain exceptions seu in the act, is required to make a report in writing to the secretary of state between February 1st and March 1st of each year, on prescribed forms furnished by him. Section 110 of the act provides that, if any corporation fails or refuses to file its annual report within the required time, the secretary of state shall assess a franchise tax against such corporation based upon its entire authorized capital stock. The Supreme Court of Illinois has held that this provision of the statute is constitutional. The decision so holding is International Lumber Co. v. Emmerson, Secretary of State, 143 N. E. Rep. 465. In 1922 the plaintiff lumber company, a corpor tion organized under the laws of Minnesota, which for several years prior to 1922 had been licensed to do business in Illinois, and a portion of whose authorized capital stock was represented by business transacted and property located in that state, through an oversight did not file an annual report within the time prescribed by the statute. The secretary of state, therefore, assessed against the corporation a franchise tax based upon its entire authorized capital stock. Certain penalties prescribed by statute were also assessed against the corporation. The total sum assessed against the corporation was $3,790.02. The assessment was made up of the following items: Five per cent. of each $100 of $4,000,000 authorized capital stock, $2,000; additional tax, increase of capital in Illinois, $1,170.02; 10 per cent. penalty on $2,000, $200; default fee, $20; 5 per cent. per month penalty from August, 1922, to November, 1922, inclusive, on $2,000, $400, aggregating $3,790.02. The plaintiff paid the amount of the assessment under protest and then brought this action seeking an injunction restraining the secretary of state from paying that amount to the state treasurer, and requiring him to refund it to the plaintiff. A temporary injunction was granted, but was later dissolved except as to a portion of the assessment. The plaintiff appealed from the decree dissolving the injunction. It contended that Section 110 was unconstitutional because the law was not uniform as to the corporations on which it operated, and was, therefore, invalid under Section 1 of Article 9 of the Constitution, which requires that franchise taxes shall be uniform as to the class upon which they operate. It was further contended that the statute was unconstitutional, for the reason that since the greater part of the plaintiff's business constituted interstate commerce, and since only a small portion of its property was located within the state, the tax imposed a burden upon interstate commerce and also placed a burden on property of a foreign corporation located beyond the jurisdiction of the state. The court held that the section in question was not invalid on the ground of lack of uniformity. In so holding, the court said: The case stated by counsel as demonstrating the want of uniformity between corporations of the same class is that of two corporations having the same amount of property and the same volume of business in this state, and one complies with the law by making a report, upon which a tax is assessed, and the other fails or refuses to make its report, resulting in an increased tax and an entire want of uniformity between the two corporations of the same class. The law applies equally to every corporation and all are treated exactly alike, but for the purpose of determining the amount of the capital stock represented by business transacted and property located in the state the act provides different methods. If two corporations complied with the law by filing annual reports, the proportion of the property and business of each in this state would be determined from such reports, but, if one should fail or refuse to furnish the report from which the amount of business in this state is to be determined, it could not be regarded in the same class as the one obeying the law. The mere fact that corporations failing or refusing to furnish the required information may pay a larger amount of tax in proportion to their property and business in this state than corporations complying with the law, does not make the law not uniform as to the corporations upon which it operates. The court admitted that the statute would be unconstitutional if it placed a burden on interstate commerce or taxed property located beyond the jurisdiction of the state, but held that the statute was not invalid, for the reason that it "only provides for assessing a tax upon the proportion of the capital stock represented by property and business in this state and methods of ascertaining the same." In discussing this question, the court said, in part: The act in relation to corporations does not authorize a franchise tax upon the total authorized capital stock of a foreign corporation without limitation, but only on the proportion thereof represented by property and business transacted in this state, and the only questions are whether, if a corporation does not comply with the law and furnish the evidence upon which the assessment can be made and the tax computed, the secretary of state may lawfully take the authorized capital stock as representing the amount of property and business transacted in this state, and whether a court of equity will intervene to relieve a corporation from its neglect or refusal to comply with the law upon its making proof, as proposed in this case by the bill, that the tax was in excess of the property and business transacted in this state. The complainant by its bill took the position that it could disregard the law by not making its report, either when required by the statute, or before June 15, 1922, and require the defendant to ascertain the proportion of its capital stock represented by business in this state as best he could, and any excess of tax above the proportion of such property in this state would be void. The argument is that Section 110, as amended in 1921, being unconstitutional and void, that section as it existed before the amendment is in force, and provides the method for assessing the tax. The section before the amendment provided that, if any corporation failed or refused to file its annual report, the secretary of state should assess a franchise tax against the |