The Gazette 1972

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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