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place and residence, in a special register ad hoc. Twelve of such inscriptions are required for the licentiate, and sixteen for the doctor's degree; but, as we have already said, the generality of students content themselves with the former. Nor is the cost of each inscription beyond the means of the poorest étudiant, it being but 15 francs. However, the taking up of the inscription is by far the easiest part of the task; the great difficulty, the great struggle, lying in the examinations and the thesis. Four examinations must be undergone during the first three years' study, and then follows that écueil or shoal, the thesis. The examining jury is composed either of three or five of the senior professors, and the result of the examination entirely depends upon the color of the balls obtained throughout by the candidate. Those balls are three in number-one black, which rejects the would-be recipient; one white, which admits him; and one red, which is equivalent to what is termed "a success of esteem," admitting the candidate at the wind-up of the white ball list; but the student who has been fortunate enough to carry off the white ball at every examination receives back from the secretary the full amount he has paid for his inscriptions and thesis duties, droits. However, such persevering étudiants are "raræ aves," few and far between, who have burnt the midnight oil, heedless of the pleasures of the capital. Another sort of emulation there is, which consists in the annual distribution of prizes obtained at the "concours," or competition examinations in each separate branch of legal studies. Once the first examination over, the fortunate candidate takes the title of bachelor of law; after the second, the grade of "capax" is conferred upon him; and the two last examinations, followed up by the thèse, crown him with the licentiate's degree. The examining jury for this last grand trial is composed of one professor, with the title of "Président de Thèse," and of four assessors, chosen from among the faculty. The candidate selects his own president, and then draws lots for the two questions in French and Roman law which he will have to expound. This ceremony gone through he shuts himself up in "brown study" for five or six weeks over his labored arguing, which he dedicates, according to old established custom, to his parents or nearest relatives, and forthwith publishes. On the day appointed he appears before the jury, and develops his thèse, as ably as his legal reading and acquirements admit of. The five members of

the jury have each the right of questioning him, not only upon the subjects which he has expounded before them, but also upon all the judicial matter he has been studying while attending the law school lectures. But they very seldom show over severity at this solemn trial, and consider that four examinations previously gone through are a sufficient guarantee for the information hoarded up by the candidate, who, if he be not admitted with the white ball, is generally so, unless he breaks down completely during the modus operandi, with the red one, which is the emblem neither of triumph nor defeat. A square piece of parch ment, similar to that given to our English lawyers, stamped with the large seal of the Grand Master of the University, is then delivered to him, and in the phraseology of the law reporters, "Happy France numbers one advocate more at her bar." But although admitted to the bar, he is not yet a fee'd barrister, and he has still his stage or course of gratuitous pleading to go through for a couple of years at some provincial tribunal, his title being "avocat stagiaire." This course being completed, he becomes, at his own option, either an "avocat consultant," chamber counsel, or an "avocat plaidant," a pleader on the look out for paid briefs and sharp practice. Thus, at the least, six years theory and practice are necessary before the French law student can aspire to a 25f. brief. But if he have "connection or "patronage," and a taste for the "magistrature," he may pop into the berth of Substitute Imperial Procureur to some provincial tribunal, a high-sounding position, at the minimum yearly stipend of 1200f. He will then move on by slow, very slow degrees, unless he distinguishes himself extraordinarily, and become Procureur Impérial, Juge Président de Tribunal, Conseiller de Cour Impériale, Conseiller de Cour de Cassation, Avocat Général Impérial, and last of all, perchance Ministre de la Justice, with a salary, appointements, of 100,000f. a-year, and a princely residence, which constitutes the French barrister's bâton de Maréchal.

PROMISSORY NOTE, WHEN PAYMENT IN MASSACHUSETTS.

OPINION OF HON. P. SPRAGUE ON THE EFFECT OF TAKING A NOTE ON ACCOUNT OF MATERIALS FURNISHED A VESSEL.

WILLIAM PAGE ET AL. v. CHARLES T. HUBBARD ET AL, ASSIGNEES OF DONALD MCKAY, AN INSOLVENT Debtor.

A maritime lien for materials furnished a vessel built in Massachusetts, is not lost by the creditors taking the debtor's negotiable promissory note, which is produced at the hearing and offered to be cancelled.

CERTAIN questions in this case were, by agreement of parties and the sanction of the Court of Insolvency, submitted to the arbitration of Judge Sprague of the U. S. District Court, who gave an opinion substantially as follows. The facts are sufficiently stated in the opinion.

HON. P. SPRAGUE, sitting as referee. By agreement with the builder, who was also the owner of the ship Baltic, materials were furnished for and went into the construction of that vessel, and were charged in account against the builder. This created a lien upon that ship for the price, by virtue of the Massachusetts Statute of 1855, chapter 231. By that statute it is enacted, whenever by virtue of any contract with the owners of any ship money shall be due to any person for materials used in the construction of any ship, such person shall have a lien upon such ship to secure the payment of such debt, which lien shall continue until the debt is satisfied. Subsequently the builder gave his two negotiable promissory notes to the creditor, to the amount of thirty-five hundred dollars, which are now produced to abide the decision of this case. The creditor gave a receipt for each note, stating that it was received on account. The question is, was the lien lost or displaced to the amount of those notes? The statute says that the "lien shall continue until the debt is satisfied."

Has this debt been satisfied within the meaning of the statute? The creditor has received nothing except another promise of the debtor to pay it. This second promise is indeed in writing and negotiable; but it is a promise to pay the same debt. It acknowledges value received, but the only value received was the materials which went into the ship; the debt, therefore, cannot properly be said to be satisfied, merely because there had been two promises by the debtor to pay it, the one by parole, and the other in

writing, negotiable. But it is insisted that by the law of Massachusetts, the taking of a negotiable note of the debtor is a payment of the account, and that the original debt is therefore satisfied, within the meaning of the statute. By the common law, as administered in England, and as it is believed in all the States except Massachusetts and Maine, the taking of a negotiable note for a pre-existing debt, is not presumed to be payment, but only another promise, held as collateral to the first.

The Massachusetts doctrine is different, and this difference has been created, not by any act of the legislature, but by decisions of the courts. It is very desirable that the law of contracts, so far at least as it affects the substantial rights of parties, should be uniform throughout the commercial world, and especially between the States of our Union, so that a creditor shall not lose his debt in a neighboring State by an act, which, if done in his own, would impair no right.

The Massachusetts decisions, therefore, should be looked at with a disposition to reconcile them with the general commercial doctrine, and so as to create as little difference as a fair construction will admit. Looking at them with this view, I think that the difference may be found to affect the form of the remedy only, and not the substantial rights of the parties. In examining the Massachusetts decisions, we must not regard them as laying down any positive or arbitrary rule, but look carefully at the reasons assigned, and presume that the court did not intend that the doctrine should go farther than the reasons upon which it rests. The earliest reported decisions were pronounced by Chief Justice Parsons, in Thacher v. Dinsmore, 5 Mass. 299, and Maneely v. M'Gee, 6 Ibid. 143, where he says that this had been the course of decisions for many years. And the reason he assigns is this: that if an action be maintainable on the original account, the debtor may subsequently be sued by an indorsee of the note which had been given therefor, and thus the debtor be compelled to pay the debt twice; and therefore the creditor should sue only on the note; that is, that he should have his remedy for the debt only on the second promise. The case and the reason contemplates the mere substitution of the second promise for the first; and that the remedy would be as effectual upon the latter as upon the former.

The court do not contemplate that the creditor is to lose

any right or security; but only that he shall not place his debtor in a situation in which he may be subjected to pay twice. The Courts in England and in other States secure this object by requiring the production of the note to be cancelled when the judgment is rendered on the original promise. Thus the same object is attained by both, though by different modes. But suppose the creditor holds collateral security for the original debt, and afterwards takes a negotiable note; it is clear that by the jurisprudence of England and the other States, the creditor will not thereby lose the benefit of his collateral security, unless such was the intention of the parties; and such intention would not be presumed from the mere fact of taking the negotiable note of the debtor. Is the Massachusetts doctrine different in this respect? I apprehend that it is not, but that the decisions may be fairly reconciled with it. Her Courts say that a negotiable note, given for a pre-existing simple contract debt, is presumed to be payment; but this being only a presumption of fact, may be repelled. They have further decided that it may be overcome merely by circumstances; that is, by any circumstances that repel the presumption that the parties intended the second promise to be a payment of the first. The Courts of Massachusetts adhere as firmly as those of any other State to the doctrine that the intention of the parties is to govern. Now, in determining whether the creditor intended that the original contract should be annulled, the fact that he held collateral security for its performance, is very material, and has so been considered by the Courts of Massachusetts. And I believe they have nowhere said that it is not sufficient, of itself, to rebut the presumption that the creditor intended the negotiable note to be a substitute for the original promise, so as to deprive him of his collateral security.

I have met with three cases in which security was held by the creditor. In Fowler v. Bush, (21 Pick. 230,) a note payable by instalments being secured by mortgage, the negotiable note of the debtor was taken for the first instalment, and payment thereof indorsed on the original note, and the note and mortgage then sold to a third person. Here, if the first instalment had not been paid, the debtor would have been subject to a penalty, as the creditor might at once enter to foreclose. This and the entry of payment on the note, and the sale thereof then contemplated, were sufficient to show that the parties intended the new note should be payment. So in Huse v. Alexander, (2 Met. 157,) where a third person had given his own note as col

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