have made, not by the service they have done to justice and to legal science. Hence, among probably the most businesslike of all peoples, commercial law has lagged, and it is not too much to say that in point of legal procedure the United States is far behind all Englishspeaking peoples. But a generally diffused sense for sound legal theory must necessarily precede any useful or practicable scheme of uniform commercial law.

IV.

Are there, on the other hand, any conditions which favor an attempt to promote uniform legislation with respect to the instruments of commerce throughout the American Republics? To my mind, in view of the greater uniformity, to begin with, of commercial law, for historical reasons, which has already been adverted to, there are three factors of no mean importance which might make for the success of such a movement in America. The first is the doctrinal movement for unity of law which is now strong among the jurists and teachers of law in the United States. The judicial lawmaking power of Anglo-American courts, even more than the activities of 48 State legislatures, has been actively destroying the unity of our traditional common-law system in the United States. Jurists and teachers of law have become alarmed at the situation, and it is significant that the cry is strong for the teaching and studying of "general law." International law affords a striking example of the practical results which juristic theory may accomplish. The juristic movement for uniformity of law in the several States of the Union can not fail to result in a general feeling for universality in law wherever practicable and advantageous.

A second factor which should operate strongly in favor of any project for uniform commercial legislation throughout the American Continent is the more universal view of law to which jurists in Latin countries have always inclined. The fortunate ambiguity of jus and its analogues in the Latin tongues-droit, dirritto, derecho-which preserves the consciousness of a connection which the English right and law, however conducive to clear thinking, tend to obscure, of itself makes for universality. But over and beyond this Latin America, much more than English America, is, as it were, a soil prepared for universality. It has inherited a universal tradition. The Spanish jurist moralists of the seventeenth century, while not the sole are yet the chiefest exponents of that conception of law as the embodiment of eternal justice which has always been our main reliance against the analytical conception of law as the command of a lawgiver. Suárez, for instance, includes in his discussion of law notions as far apart as the rules of games and the laws of economics. I felt that they were laws in that they expressed in some form an idea of right, in that they were concerned with some notion of justice, in that they had to do with an ethical conception prior to and above the rule or law in the stricter sense. This was the atmosphere in which international law grew up and without which it was impossible to have such a system. The recognition of political facts, coupled with ancient ideals of unity and the older notion of law as an eternal verity upon which these jurists insisted, has produced a mode of legal thinking wider and more universal than that which prevails in

English-speaking countries and creates an atmosphere in which a universal commercial law may easily grow up.

A third condition which would favor any project for uniform commercial legislation in America is the sociological movement, strong the world over, but particularly strong and forceful in the active and progressive peoples of the New World. In jurisprudence this sociological movement has built upon and made rational and scientific the old notion of natural law. The appeal from purely legal reasoning to general considerations of utility, of justice, and of adaptation to human activities which it involves, must make for universality. In insisting that we must not forget the end of the law in the means, in taking us back on every occasion to reason as contradistinguished from legal conceptions, this new version of natural law which we are calling sociological jurisprudence is a powerful force against the localizing tendencies of the imperative theory and of legislation.

It must be manifest that we may not expect to move rapidly. For some time we may hope only to educate the public as to the importance of this subject. The great gulf between the mercantile view of Latin America and the traditional Anglo-American juristic conception must be bridged. The jealousies awakened at once by the term corporation, developed in the nineteenth century era of unregulated public service companies and unrestricted commercial activity, must be allayed. The distinction between commercial law, where the problems are universal, and what Continental Europe calls civil law, where there is often much to justify local particularism, must be brought home to lawyers and lawgivers in the United States. The first step then would seem to be the promotion of uniformity from within in both the Latin and the Anglo-American group. To this end it may be expedient to have Federal or even Pan-American representatives in the Conference on Uniform State Laws, which is the chief factor for uniform commercial law in the United States. The second step must be education through scientific discussions in congresses and conventions, bringing out the needs of trade in particular localities and by comparison enabling us to draw with assurance the line between the particular and the universal. This will prepare the way rapidly for sound and practicable lawmaking. Out of such discussions there may well arise in the near future a Pan-American Conference on Uniform Commercial Legislation composed of jurists, practicing commercial lawyers, and men of affairs in due proportion, to give us step by step a scheme of Pan-American legislation with respect to the establishment and regulation of corporations and joint stock companies engaged in commerce, which may be a model, not only to American legislators, but for the world. Nowhere else will the two rival legal systems of the world be so well balanced. Nowhere else will the analytical conceptions of the Anglo-American jurists and the universal, or, if you will, the natural-law conceptions of the Latin jurists, be so equally represented. With each to act as a check upon the other, with each system to throw light upon the other in the handling of concrete problems, we may not unreasonably expect great results.

(b) Report of Phanor J. Eder on the Uniformity of the Law of Bills of Exchange.

Complete uniformity of commercial law even in such a restricted field as bills of exchange, between the United States and Canada on the one hand and the Latin American countries on the other, even if possibly desirable, is not practicable. The history and the course of evolution of the law merchant since its first developments and the method of its formulation, growth, and interpretation have been and will undoubtedly continue to be so divergent that to the practical-minded man, not deluded by the superficial attractiveness of theoretical unification, any attempt at the present time to establish uniformity between North and South America would be only a waste of time and energy that had better be devoted to other things. It is of more importance to the United States to preserve the substantial uniformity already obtained in the law of bills of exchange with England and her colonies than to arrive at uniformity on the subject with our southern neighbors. The gain of the latter at the expense of the former would be a detriment-not an advantage. Therefore, unless we can succeed in persuading the Latin American countries to forsake their present system, which follows the continental law, and not merely come over in the first place to ours, but to continue to follow step by step our precedents and interpretation of the law, the idea of Pan American uniformity must be abandoned. We can not expect any such action by Latin America. The only country which appears to have felt the direct influence of the AngloAmerican law on the subject is Costa Rica. All the others follow closely one or more continental models. To the Latin Americans, a departure from the law of their continental forbears in an attempt to adopt ours would probably seem as practically unjustified as a departure from our common English heritage would be to us.

On the other hand, the attainment of uniformity as between the Latin American countries themselves seems a thing not only desirable both for them as well as for the United States, but historically logical and feasible. Difficulties of course there would be, but no insuperable obstacles.

This report will be confined to suggestions in regard to obtaining such Latin American uniformity and as to how the United States can help in the program.

It is wisest to follow the lines of least resistance and to make the fullest use of past achievements. The indicated course, therefore, for the Latin American countries is (1) to adopt by appropriate legislation (amending the commercial codes or special laws on bills of exchange and acts referring to the subject) the uniform regulations adopted by the last international conference on bills of exchange held at The Hague in 1912, at which conference many of our southern neighbors took part; and (2) as to the matters left open to the free action of the individual subscribing powers by the convention adopting the regulations and in certain other matters covered neither by the regulations nor the convention, to arrive at uniformity by a special Pan American conference on the subject enforcing by further appropriate legislation, in each country, the result of the conference.

The reasons why the United States and Great Britain can not adopt the uniform regulations proposed at The Hague are so ably

set forth in the reports of the American and English delegates that it is unnecessary to repeat them. Among the objections to the adoption by England and the United States of the uniform law, which appear to me sound, some of the others advanced being perhaps more readily overcome than the objectors supposed, are the following:

I. The practical uniformity already attained in the Englishspeaking world would be thrown out of gear unless more than fifty legislatures could be induced to follow the lead.

II. The operation of the system could not be the same in the English-speaking countries as in other countries, even though the text of the law might be. We have no special mercantile courts, our law draws no sharp distinction between traders and nontraders, and methods of interpretation are fundamentally different.

III. Speaking broadly, our law is the better law, as it conforms better to the necessities of Anglo-American commerce and banking and the usages of trade.

It is obvious, however, that the adoption of a uniform law by a large number of nations must operate for the advantage of international commerce; and it will be a great advantage to the United States to have the laws of all Latin American countries uniform not merely between themselves but with the law which will probably be adopted by European nations. The advantages to those countries themselves are also obvious, and will increase with the growth of their mutual commercial relations, now extremely limited save one or two exceptions.

The comparative paucity of litigation up to the present time and lack heretofore of commercial development, with two or three exceptions, would render it easy to adopt different rules of law from those now existing, applicable to bills of exchange without any great disturbance. The great readiness with which in the past changes have been made leads one to believe that the Latin American legislatures can be prevailed upon with comparative ease to adopt the uniform Hague regulations. The high authority of The Hague conference, the probabilities of its recommendations being adopted by the leading continental nations, and the careful, painstaking work accomplished thereat give it a prestige that should carry the project far with the South American countries. All that is required is the right kind of propaganda and the enlistment of the offices of the right people to make it a fait accompli in Latin America.

A.

The uniform regulations proposed are superior, it is believed, to any existing code in any of the Latin American countries, are an immeasurable improvement over many antiquated and retrograde laws still in force, and should be adopted.

In addition it is believed that the uniform Hague regulations would approximate the Anglo-American law of bills of exchange more closely than any code or laws now in force in Europe or South America.

A brief survey of the present field will be sufficient to establish the point made as to the superiority of the proposed regulations. I have deemed a complete comparison or criticism of the present Latin

American laws unnecessary for the purpose of the present report. The references hereinafter made, therefore, are merely intended to be illustrative of the wide and wholly unnecessary divergencies now existing, and no attempt has been made to make them exhaustive.

The law governing bills of exchange in force at the time of the separation of the colonies from Spain was contained in the ordinances of Bilbao, and it was also dealt with to some extent in the "Novísima Recopilación." Soon after the last of the South American colonies had won its complete independence Spain adopted a commercial code, known as the code of 1829. The commercial codes later adopted in the various American countries were generally taken either from this code or from the French code of commerce enacted by Napoleon. The credit of adopting the first code of commerce in South America, which was not a mere translation or copy of the Franch or Spanish code, rests, however, not with any Spanishspeaking country, but with Brazil. This was in 1850.

The French Code and the early Spanish laws and the code of 1829 follow the theory now regarded as antiquated that a bill of exchange is but an incident arising out of a prior "contract of exchange," and is the instrument by which said contract is carried out. The modern and more practical view, meeting the necessities of commercial and banking usages, is to regard a bill of exchange also and perhaps primarily as an instrument of credit, rather than a mere method of transferring funds from one place to another, and the bill of exchange is regarded as independent of the transaction which forms its base. The former is sometimes referred to as the French system, the latter as the German. The German system, however, requires a certain formalism, which mixed systems, such as the AngloAmerican and the most modern codes as well as the uniform regulations, mitigate.

Chile still adheres to the old theory. The Code of Commerce in force was published in 1865 and took effect January 1, 1867. The French Code was the chief source, although several articles are copied literally from the Spanish Code of 1829.

The Colombian law, found in its commercial code of 1887 (a reenactment of the code of one of its former States, Panama), is almost identical with that of Chile, as also is that of Guatemala (1877), and the Ecuadorian Code (1882) is very similar. The Colombian law continued in force in the Republic of Panama after the separation in 1903. The present commercial code of Bolivia dates back as far as 1834, and is a rather free translation of the French. The old French law is also in force in Haiti and Santo Domingo. In the latter country,, indeed, no translation into Spanish of the commercial code was published till as late as 1884.

Mexico (1889) adheres to the old theory, and, as in the other countries, its code is strongly formalistic, a bill lacking any of the technicalities being void (art. 466); but the drawer can draw on himself (art. 454), something not generally permitted where the old theory is in force.

It is obvious that the adoption of The Hague draft in all the foregoing countries will be a vast improvement. It can hardly be expected that codes and theories dating back to the beginning of the nineteenth century are adapted to the requirements of present