legislative authority of the parliament of Canada extends, with certain exceptions not affecting the present case; and the Dominion Interpretation Act by section 30 provides, among other things, that words making any association or number of persons a corporation shall vest in such corporation power to sue and be sued, to contract by their corporate name, and to acquire and hold personal property for the purposes for which the corporation was created.

Certain other provisions are expressly referred to the judgment which it is right to mention here, because they explain and illustrate the import of their lordships' language, presently to be set out, as to the scope and interpretation of the Dominion power over the regulation of trade and commerce. They are as follows: section 10 of the Dominion Companies Act makes it a condition of the issue of the letters patent that the applicants shall satisfy the Secretary of State that the proposed name of the Company is not the name of any other known incorporated or unincorporated company, or one likely to be confounded with any such name; and section 12 gives him large powers of interpretation as regards the corporate name; section 29 provides that on incorporation the company is to be vested with, among other things, all the powers, privileges, and immunities requisite or incidental to the carrying on of its undertaking as if it were incorporated by Act of parliament; section 30 enacts that the company shall have an office in the city or town in which its chief place of business in Canada is situate, which shall be the legal domicile of the company in Canada, and that the company may establish such other offices and agencies elsewhere as it deems expedient; and section 32 provides that the contract. of an agent of the company made within his authority is to be binding on the company, and that no person acting as such agent shall be thereby subjected to individual liability.

On the other hand the British Columbia Companies Act contains certain provisions which are thus summarised by their lordships: that an extra-provincial company means any duly incorporated company other than a company incorporated under the laws of the province or the former colonies of British Columbia and Vancouver Island (sec. 2); that every such extra-provincial company having gain for its object must be licensed or registered under the law of the province, and no agent is to carry on its business until

this has been done (sec. 139); that such license or registration enables it to sue and to hold land in the province (sec. 141); that an extra-provincial company, if duly incorporated by the laws of, among other authorities, the Dominion, and if duly authorised by its charter and regulations to carry out or effect any of the purposes or objects to which the legislative authority of the provincial legislature extends, may obtain from the provincial Registrar of Joint Stock companies a license to carry on business within the province on complying with the provisions of the Act and paying the proper fees (sec. 152); that if such a company carries on business without a license it is liable to penalties (sec. 167); that the agents who act for it are similarly liable; and the company cannot sue in the Courts of the province in respect of contracts made within the provinces (sec. 168); and that 'an extra-provincial company may not be licensed or registered by a name identical with that by which a company or society or firm in existence is carrying on business or has been incorporated, licensed, or registered, or so nearly resembling that name as in the opinion of the Registrar to be calculated to deceive, or by a name of which the Registrar shall for any other reason disapprove' (sec. 18).

The John Deere Plow company applied to the Registrar of companies in British Columbia for registration and a license under the above provisions, and the Registrar rejected their application because-" the John Deere Plow company of Illinois has already been registered in this province, and, I am unable in view of the provisions of the Companies Act to register your company with the same name."

Their lordships, however, hold that the above provisions of the British Columbia Companies Act purporting to compel such a Dominion company as the John Deere Plow company to obtain a provincial license or to be registered in the province as a condition of exercising its powers within the province or of suing in the provincial Courts are ultra vires of the provincial legislature, and therefore inoperative for these purposes.

Now it is well to notice, in the first place, that in so holding the Board in no way impugn any of its previous decisions. They affirm the decision in Citizens Insurance Co. v. Parsons (1881), 7 App. Cas. 96, that the incorporation of such a company as the John Deere Plow company for objects other than provincial belongs to the Dominion parliament

by its general power over all matters not coming within the classes of subjects assigned exclusively to the legislatures of the provinces; and therefore, in their view of the matter, it became unnecessary for them to pass upon, and they do not pass upon, the contention again vigorously raised by Mr. Newcombe as counsel for the Attorney-General for Canada, any more than it was necessary to do so in Citizens Insurance Co. v. Parsons, that the Dominion can claim such power of incorporation under the enumerated head No. 2 of section 91, 'regulation of trade and commerce'; nor did they pass upon the other contention, which Mr. Newcombe left to his junior to propound, that although the enterprise of such a company as the John Deere Plow company could not be said to be a work and undertaking connecting the province with any other or others of the provinces,' yet that it was a work and undertaking extending beyond the limits of the province,' inasmuch as it contemplated trade throughout the Dominion, and inasmuch as the charter included the power to acquire real property, and such real property might be partly in one province, and partly in another; and that, therefore, the incorporation of the company fell under enumerated power No. 29 of section 91.

Their lordships say, in a passage which perhaps adds something to, and certainly detracts in no way from, the solution to be found in previous decisions of that crux in the distribution of the legislative power under the British North America Act, the proper scope and interpretation of the exclusive provincial power over property and civil rights in the province':-

"Turning to the appeal before them the first observation which their lordships desire to make is that the power of the provincial legislature to make laws in relation to matters coming within the class of subjects forming No. 11 of section 92, the incorporation of companies with provincial objects, cannot extend to a company such as the appellant company, the objects of which are not provincial. Nor is this defect of power aided by the power given by No. 13 'property and civil rights.' Unless these two heads are read disjunctively the limitation in No. 11 would be nugatory. The expression civil rights in the province' is a very wide one, extending if interpreted literally, to much. of the field of the other heads of section 92, and also to much of the field of section 91. But the expression cannot be so

interpreted, and it must be regarded as excluding cases expressly dealt with elsewhere in the two sections, notwithstanding the generality of the words. If this be so, then the power of legislating with reference to the incorporation of companies with other than provincial objects must belong exclusively to the Dominion parliament, for the matter is one not coming within the classes of subjects assigned exclusively to the legislatures of the provinces,' within the meaning of the initial words of section 91, and may be properly regarded as a matter affecting the Dominion generally and covered by the expression the peace, order, and good government of Canada.'"

Again their lordships' judgment expressly declares itself to be "in full harmony with " the judgments of the Board in Citizens Insurance Company v. Parsons, supra, and in Colonial Building Association v. Attorney-General of Quebec (1883), 9 App. Cas. 157, in which two cases it will be remembered their lordships laid it down that it by no means follows that because the Dominion parliament has, under its general residuary power, alone the right to create a corporation such as an insurance company to carry on business throughout the Dominion, it alone has the right to regulate its contracts in each of the provinces; and that, although the Dominion in like manner can incorporate a company with power to deal in lands and buildings, yet the capacity so given only enables such a company to acquire and hold land in any province consistently with the laws of that province relating to the acquisition and tenure of land, such, for example, as the law of mortmain.

So too the judgment expressly declares itself in harmony with Bank of Toronto v. Lambe (1887), 12 App. Cas. 575, where it was laid down that the provincial legislatures have power to impose direct taxes on banks, in spite of the fact that they might lay on taxes so heavy as to crush a bank out of existence, and so nullify the exclusive power of the Dominion parliament to erect banks under its exclusive legislative authority over banking and the incorporation of banks given by No. 15 of section 91. And their lordships quite admit as appears from a passage in their judgment quoted later on in this article, what may be deduced from words used by the Board in Russell v. The Queen (1882), 9 App. Cas. 829, and in the Fisheries Case, [1898] A. C. 700, that such provincial taxation may be by way of license, even though such license

may not be ejusdem generis with the licenses mentioned in No. 9 of section 92. It was not pretended that the license which the John Deere Plow company was required to take out by the British Columbia Companies Act before operating in that province was imposed with any view of taxing.

Lastly, their lordships state that they find themselves in agreement with the interpretation put by the Judicial Committee in Citizens Insurance Company v. Parsons, supra, on No. 2 of section 91, which confers exclusive power on the Dominion parliament to make laws regulating trade and commerce. And this brings us to the essential factor in their present judgment, namely, that they have further defined the meaning of this Dominion power beyond the definition of it to be extracted from any previous decision.

In fact no decision of the Board, or of our own Courts, can really be said to have heretofore carried the interpretation of the Dominion power over the regulation of trade and commerce beyond the point in which their lordships, while expressly abstaining from any attempt to define the limits of it, left it in Citizens Insurance Company v. Parsons, when they said there that it includes:

“Political arrangements with regard to trade requiring the sanction of Parliament, regulation of trade in matters of interprovincial concern, and may perhaps include general regulations of trade affecting the whole Dominion, but does not comprehend the power to regulate by legislation the contracts of a particular business or trade (such as the business. of fire insurance) in a single province."

Their lordships in their present judgment say:

"Their lordships think that the power to regulate trade and commerce at all events enables the parliament of Canada to prescribe to what extent the powers of companies the objects of which extend to the entire Dominion should be exercisable, and what limitations should be placed on such powers. For if it be established that the Dominion parliament can create such companies, then it becomes a question of general interest throughout the Dominion in what fashion they should be permitted to trade. Their lordships are therefore of opinion that the parliament of Canada had power to enact the sections relied on in this case in the Dominion Companies Act, and the Interpretation Act. They do not desire to be understood as suggesting, that because the

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