54

THE GREEN BAG

shares. They could in fact be more easily regulated when combined into one. "Historical, economic, and legal develop ment moves in waves, and swings from one extreme to the other. The development of modern industry beginning in the middle of last century, when steam and coal 'were ap plied to modern machinery, revolutionized former methods of production and trade, and commenced a period of free competition and laissez faire under which our modern law has grown up and developed until the laws applicable to conditions where monopoly was the rule have been in part forgotten. The new trusts, world wide in their power and extent, into which modern manufacturing and mercantile business seems to be gradually con solidating, have sprung up so rapidly that they seem to have outstripped the laws of their own time. The pendulum is now swing ing back towards conditions resembling those outlined above, and the legal development must follow in the same direction and find precedents among these old laws and decisions or the very foundations of the republic may be shaken. Our legislatures and courts have made a false start in being led off in the di rection of conspiracy, combination, and 'anti trust' laws, when the true remedy is to fix maximum rates and to regulate and control profits and business methods. But some of the 'public service" decisions point the other way, and if these are followed in the future, the satisfactory regulation of the trusts may perhaps yet be expected." Less striking in style and subject but more permanent in value to the thoughtful student or practitioner are the discussions this month of propositions of case law. The most important of these is Professor Langdell's treatise on "Equitable conversion," which is continued in the December number of the Harvard Law Review (vol. xviii., p. 83). These are prelimi nary chapters dealing with " actual conversion and those legal principles and distinctions com mon to actual and to equitable conversion." In the former chapter he had denned conversion and had shown that the law is chiefly concerned with the validity of directions by a testator to sell or purchase land after his death and with conflicting claims to the proceeds. He

then considered the effect of such a conversion and the validity of directions for it. In the present chapter he takes up first the distinction between directions to sell for the purpose of disposing of the proceeds according to the will and for the purpose of satisfying a charge on the land. A charge is a bequest of a fixed amount and is a real obligation on the land analogous to a personal obligation of debtor and creditor, and exists only so long as there is a person to whom it is owed. For most practical purposes a gift of the proceeds of a sale is a gift of personal property, but of personal property which does not be long to the testator at the time of his death. A charge differs from ordinary pecuniary lega cies only in the added security for payment. "A lapse, whether of a gift of a portion of the produce of land directed to be sold, or of a pecuniary legacy exclusively charged on land, will inure to the benefit of the person to whom the land, subject to the direction to sell it, or subject to the charge, shall devolve at the testator's death, unless the testator shall do something to prevent such a result, though the reasons in the two cases will be entirely different. How then can a testator divert the benefit of a lapse, or other failure, of the gift, in these two classes of cases, from the person to whom the land will devolve, to the testator's residuary legatee? In cases of the first class he can do this by simply including in his re siduary gift so much, if any, of the money, produced by the sale of his land, as shall not be otherwise effectively disposed of by his will. But, though such an intention is not improb able, and may be easily expressed and in a great variety of ways, yet it must be expressed in some way, — it can never be inferred. In cases of the second class, however, it seems that the testator cannot divert the benefit of the lapse, from the person to whom the land will devolve, to his residuary legatee as such; for, as he can give the benefit of the lapse to another person only by giving him a legacy of the same amount, and by charging it upon the land in the same manner, if he give such a legacy to his residuary legatee, the latter will not take it as residuary legatee, but as any other person would take it, so that he will fill the two characters of residuary legatee and pecuniary legatee. The fact, therefore,