122 / 196
7-23 two mistakes which appeared in the 1962 Wheat-
croft are repeated, without it would seem, much con-
sideration at all. The case of
Seaham Dock and Har-
bour Board v Crook
(16TC 1930), should in fact appear
in footnote 9 on P.273 and the case cited in footnote 9
should appear as authority for the first proposition in
the second paragraph of 7-23, for which the Seaham
Harbour Dock Board case is in fact cited. It seems to
be a timely reminder of the value of the Tax Cases for
practitioners even nowadays when text books such as
this make the reading of the tax law so much easier.
In summing up one's impressions of this book it
would seem to be sufficient to say that this book appears
to be a worthy successor to Wheatcrofts own book on
the subject in 1962, a book of unquestioned value.
Brian P. Dempsy.
Companies in the Common Market, by R. R. Penning-
ton; 2nd ed.; Oct. 1970; Oyez Publications; £1.60,
138 pp.
One of the fields of Irish Law which will be affected by
the EEC is company law. The EEC Treaty calls for
further treaties on mutual recognition of the companies
of other Member States, i.e. acceptance by the law of
each state of the validity of incorporation of foreign
companies as legal entities; presentation of the legal
existence of companies moving from one Member State
to another (impossible under Irish law at present); and
provision for mergers between companies of different
nationality. "Mergers" in the civil law sense cannot be
carried out in Irish or British Law. A merger in the
Six is a form of universal succession, by which all the
assets and liabilities of a company are taken over by
another, the assets and liabilities passing by operation
of law and the transferor company is dissolved without
a liquidation. This new concept, which is technically
quite different from the Irish processes of buying all
the shares or all the assets of another company, will
almost certainly have to be introduced into Irish and
British Law in the EEC, so as to enable mergers of this
kind to take place across frontiers.
This very useful little book summarises the company
laws of the Six very efficiently in 96 pages, giving refer-
ences to decided cases and to the Codes, and giving
many of the principal technical terms in the appro-
priate languages. It then deals with the requirements
of the EEC Treaty mentioned above and with the pro-
vision which calls for the adoption of standard rules of
company law "to the extent necessary to render them
equivalent" on safeguards for creditors and sharehold-
ers. The first two directives implementing this clause
are summarised, and the rest of the book deals with
the early proposals for a "federal" type of company,
to be incorporated under a Treaty and not under the
laws (even uniform laws) of Member States. While
many aspects of these proposals are still not agreed and
presumably will need reconsideration if and when the
new Member States enter, the discussion is interest-
ing and useful.
John Temple Lang
Administration under the Law; 8vo; pp. 39; A
Report by Justice; London; Stevens; 1971; 75p.
Justice—the British Section of the International Com-
mission of Jurists has already published many interest-
ing reports, but this one on "Administration under the
Law" will rank as pre-eminent. The legal members of
Justice have already set to work on many valuable
reports, which should be a headline for the dilatory
Irish Branch.
The present Committee, under the chairmanship of
Mr. Keith Goodfellow Q.G., has first considered the
defects of the present system, the main one being that
there is no separate system of administrative law and
of administrative courts. Consequently there is no com-
mon procedure whereby a citizen can seek redress of
his grievances. The pierogative orders of certiorari
etc., are hemmed in by strict procedural rules, and
even an action for a declaration is discretionary; the
party concerned must normally have a definite
locus
standi.
Even the remedies available are often inadequ-
ate; there is no guarantee that the administration will
recognise the effect of a declaratory action. There is also
a lack of expertise in administrative matters amongst
ordinary litigants and ordinary judges. Finally the
grounds for review, such as failure to observe the
principles of natural justice or an error on the face of
the record, are very limited.
No code of law can protect the citizen against every
injustice. But the basic objective must be to secure the
giving of swift and reasoned decisions, and a code of
Principles of Good Administration, as laid down in the
Appendix is essential. The notion that success in an
administrative action is often a pyrrhic victory will
have to be amended.
Obviously those who are affected by a decision should
have the right to make representations before the
decision is taken. Decisions having retrospective effect
are wrong as being contrary to the notion of "the rule
of law". Often administrators take action without mak-
ing proper and thorough inquiries. Despite Hedley
Byrne (1964) there does not appear to be any duty
upon an administration to provide the public with any
accurate information; such information should be given
expeditiously and accurately. Finally there is normally
no obligation upon administrators to give reasons for
their decisions; it is proposed that, upon request the
authority should give a written statement of the reasons
justifying the decision.
The committee proposed to create an Administra-
tive Division of the High Court in which judges could
sit with assessors if necessary. A right of action should
arise in relation to administrative decision, in favour of
a person materially affected in the following circum-
stances :—
(1) if the decision was taken in breach of any of
the Principles of Good Administration;
(2) if there was a material error in the facts upon
which the decision was based;
(3) if the decision was based upon an error of law;
(4) if the decision was not made in good faith;
(5) if the decision was required to be made in accord-
ance with the rules of natural justice and was
made in disregard of those rules.
As regards remedies, apart from the power of award
declarations and injunctions, the Court should also
have the following powers :
(1) to remit a decision to the authority for recon-
sideration in accordance with the judgment of the
Court;
(2) to vary or reverse the decision;
(3) to direct an authority to give a decision within a
specified time;
(4) to award damages.
Although an Administrative Court has been proposed in
England, it is submitted that it is ten times more neces-
sary in Ireland, where administrators have arrogated
unto themselves undue power.
G.G.D.
124