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BOOK REVIEWS
Grundy
(Milton)—Tax Haven—A World Survey—8 vo.,
pp. 173—London, Sweet & Maxwell, 1972, £600.
This is apparently the second edition of this work, which
was first published on the Continent in 1969. Each
chaptcr has been written by an expert bank or financial
company of the unit concerned. The author has vigor-
ously excluded territories such as Ireland, Malta,
Monaco, Jamaica, Netherlands, etc.. which only confer
limited fiscal advantages. The countries which are
included, and which grant substantial facilities for
international transactions are: The Bahamas, Bermuda,
The British Virgin Islands, The Cayman Islands,
Gibraltar, Hong Kong. The Isle of Man. Jersey, Liberia
Liechtenstein, Luxemburg, The Netherlands Antilles,
The New Hebrides, Norfolk Island, Panama and Swit-
zerland. To take Swilzczrland as an example, there is a
summary of the internal tax structure, including stamp
duties, turnover tax with holding tax (on Swiss dividends)
tax treaties, joint stock companies and private limited
companies. There arc useful passing references to
double taxation conventions. It would seem that indivi-
duals using tax havens are primarily concerned with
privacy. This book will be invaluable to practitioners
who have rich clients who wish to dispose of their assets
without having to discharge exorbitant taxation.
Charksworth
(J) and J. F. Cain—Company Law—
Tenth Edition, 8 vo.. pp. Ixiv, 555—London, Stevens,
1972. Hardbound, £2.25. Paperback, £1.45.
Judge Charlesworth's Treatise on Company Law has
undergone a vast expansion as a result of the learning
displayed by Mr. Cain, who is now a Senior Lecturer in
the University of Sydney. Mr. Cain has been editing this
treatise since the 7th edition in 1960, and owing to the
numerous decisions of the English Chancery Court and
the enactment of the English Companies Act 1967, more
than one hundred pages have been added to the text
since the 8th edition in 1965. Despite this, the number
of
chapters has been reduced from 39 to 32. There is a
special chapter on the protection of outsiders covering
the Turquard Rule and its modern developments, but
the former chapter on Statutory and Chartered Com-
K
inies has been eliminated. There is a Scottish editor,
r. Marshall, for Scottish eases, but it is unfortunate
that not sufficient cognizance appears to have been
taken of modern Irish cases. One result of entering the
European Community will be the acceptance of the rule
that a transaction decided on by the directors shall
normally be deemed within the capacity of the company
to enter into it; this gives very wide scope to directors.
Henceforth a person who enters in to an
ultra vires
contract with a company in good faith and who does not
actually know that it is
ultra vires
, will be able to enforce
the contract against the company. Furthermore, if in
future a preliminary contract prior to its formation
purports to be made by a company or its agent, then,
unless a contrary intention appears, the contract shall
have effect as a contract entered into by the person
purporting to act for the company; this would mean
that a valid contract would henceforth be effective in a
case like
Newborne
v„
Scnsolid (1963).
Mr. Ca'n has
written upon a very complicated subject with the clarity,
precision and mastery we have come to expect from
him. The rules of company law. which are hard to
master save by an expert, have been stated clearly and
precisely, supplemented by the facts of cases when
required. Invaluable for students.
Boulton (A. Harding)—The Making of Business Con-
tracts—2nd Edition—8 vo., pp. xiv—London, Sweet &
Maxwell, 1972—Concise and College Texts), £1.95.
It is unusual for a chartered surveyor, who also incident-
ally has a low degree, to write a book on contracts, but
the fact that this work has undergone a second edition
within seven years proves its success. The learned author
has pointed that the vast majority of industrial or
commercial contracts are governed by stereotyped con-
ditions which often fail to be subjected to critical
scrutiny. There is little doubt but that it will be of
interest and value to the business executive and even to
the student. It is most useful that advice is given to the
content of typical forms of business contracts, such as
contracts of insurance, of employment, know-who and
agency agreements; the chapter on "writing the com-
mercial agreement" is essential reading. In tnis edition,
the special features governing hire purchase contracts
have been listed. It is emphasised that the volume is
primarily written for the student of business and
management studies.
Melville (L. W.)—Precedents on Intellectual Property and
International Licensing—Second Edition—8 vo.. pp.
xxxii, 368—London, Sweet & Maxwell. 1972 £7.50.
When the solicitor author of this learned work published
his first edition under the title—" Precedents on Indus-
trial Property and Commercial Choses-in-Action "—in
1965, it was already acclaimed by knowledgeable prac-
titioners as an important land mark in compiling
precedents. The reason was that it dealt not only with
trade marks and patent proceedings, assignments of
choscs-in-action, mortgage of moneys due under con-
tract, assignment of the benefit of a contract by way of
mortgage, and draft regulations for certification trade
marks. The present edition contains 80 more pages, but
the material has now been reduced to 6 chapters
namely (1) Licensing in relation to monopolies, trade
secrets and know-how. (2) Patents. (3) Fine Art and
Applied Art. which includes copyright licence, docu-
mentary film agreement, television film contract, film
music contract, and computer programme licence. (4)
Trade Marks. Trade Names and Goodwill. (5) Certifi-
cation Trade Mark Licence. (6) Miscellaneous con-
tracts including contract for purchase of patent appli-
cations. consultancy agreement, option to acquire film
right, exclusive destributorship, and manufacturing sub-
contract of patented article. In addition relevant extracts
of the English Patents Acts 1949, Restrictive Trade
Practices Act 1956, the American Anti-Trust Legisla-
tion. The Treaty of Rome wiih relevant E.E.C.
regulation and statement, and of the German and
French Law of competition are included. It will be
noted that this material is of special interest, and will
be particularly useful to practitioners who wish to
specialize in European Community Law. The matter
has been edited with great clarity and precision and the
printing is as usual excellent.
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