by such an attorney, of the retirement of a member of a partnership with which his clients are doing business, is not imputable to the clients, where it does not appear that such knowledge had any relation to the business in which the attorney was at any time employed by the clients.98 The court stated:98 "If he had been employed to ascertain in advance who were parties to whom credit might safely be given, and who were the responsible members of firms, they [his clients] would have been bound by his knowledge on this subject. But a general retainer to do business as an attorney at law does not include this kind of service." A savings and loan association is not chargeable with the knowl

edge of an attorney regularly employed to pass upon titles to property offered as security for loans, of an equitable interest in such a property created by a contract which the attorney drafted for other clients, in an independent separate transaction, a few days before.99 The Tennessee court 99 states that in the drafting of this contract the attorney was, in no sense, the tice to a client, must be made in respect of some pending matter, and be such that the solicitor was bound to communicate them to the client; the mere circumstance of being the ordinary solicitor of a party amounting to nothing.

It is stated by Bramwell, L. J., in Saffron Walden Second Ben. Bldg. Soc. v. Rayner (1880) L. R. 14 Ch. Div. (Eng.) 406, that "there is no such thing as a standing relation of a solicitor to a man. A solicitor does not stand in a permanent relation to his client, as a chaplain does to a nobleman, or body, having a chaplain. A man is a solicitor for another only when that other has occasion to em

ploy him as such. That employment may be either to conduct a suit or to advise him about some matter in which legal advice is required; but there is no such general relationship as that of solicitor and client, of a standing and permanent character, upon all occasions and for all purposes." As to facts in this case, see supra, note 28.

In Tate v. Hyslop (1885) L. R. 15 Q. B. Div. (Eng.) 368, where it was sought to affect an insurance company with notice of an arrangement be

solicitor and representative of the Savings & Loan Association, but that this was done in an independent and separate transaction in which he represented other clients in the performance of an accustomed service of an attorney. It is further stated that if it had been a part and parcel of the transaction between the parties for whom the contract was drawn, that one of the parties thereto was to apply to the Savings & Loan Association, represented by him as a general attorney for a loan which was to be secured by land, in which the equitable interest had been created, a different case might be presented. It is further added that a different question would be

presented if it were made to appear by the proof that knowledge was present in the mind of the attorney at the time he passed upon the abstract of title for the Savings & Loan Association. The court adds: "It will not do, in the opinion of the writer, to establish the rule that a busy attorney, called on in his office by two strangers to him, to write executory agreements tween the insured and a lighterman, because of the fact that knowledge of this arrangement had been disclosed to the defendant's solicitor, the court states: "It seems to me that such a disclosure has no effect at all. A solicitor is not a standing agent for one who has been or may be his client, to receive a mercantile notice in respect of mercantile business."

In Akers v. Rowan (1890) 33 S. C. 451, 10 L.R.A. 705, 11 S. E. 389, 12 S. E. 165, it is held that, though an attorney of a bank may be its agent, yet the knowledge which such an officer has acquired while acting for himself or for a third person, not for the bank, cannot be imputed to the bank, espe cially where such knowledge cannot be communicated without a breach of confidence on the part of the attorney.

98 Vietor v. Spalding (1908) 199 Mass. 52, 127 Am. St. Rep. 472, 84 N. E. 1016, approved on 2d appeal in (1909) 202 Mass. 234, 88 N. E. 846. It is stated that there was nothing to indicate that the attorney knew that his client was dealing with the partnership until a long time after the sale of goods for which recovery was sought. 99 Kirklin v. Atlas Sav. & L. Asso. 60 S. W. 149. (1900) Tenn.

to exchange their real estate when one of them gets to a court to ratify the trade, and during the time he is engaged in securing this ratification the other is to mortgage his farm to secure loan, must remember and communicate the fact to a regular client, who is thereafter applied to for the loan, when his client submits to him for his opinion the abstract of title to the property offered as security for the loan, and, moreover, that he is called on to remember that the property offered as security for the loan is the same property embraced in and

100 Atchison, T. & S. F. R. Co. v. Benton (1889) 42 Kan. 698, 22 Pac. 698.

101 Vogemann v. American Dock & Trust Co. (1909) 131 App. Div. 216, 115 N. Y. Supp. 741, affirmed without opinion in (1910) 198 N. Y. 586, 92 N.

covered by the papers he, as attorney for the parties, drew days, or weeks, or perhaps months, before."

Notice to the general attorney of a railroad company of the assignment of a land claim, before any action was pending with reference thereto, is not notice to the company unless, prior to such notice, the attorney had been directed to take charge of the subjectmatter thereof.100

But notice to the general counsel for a company, respecting a matter in which he was authorized to act for his employer, is notice to the client.101 E. 1105, holding notice to the attorney for a company which stood in the relation of indemnitors, of a suit against the indemnitees, notice to the client.

Cochburn v. Hawkeye Commercial Men's Asso. (1913) 163 Iowa, 28, 143 N. W. 1006, supra, note 16. W. A. E.

DAKOTA CENTRAL TELEPHONE COMPANY et al., Plffs. in Err.,

V.

STATE OF SOUTH DAKOTA EX REL. BYRON S. PAYNE, Attorney General, et al.

United States Supreme Court — June 2, 1919.

(250 U. S. 163, 63 L. ed. 910, P.U.R.1919D, 717, 39 Sup. Ct. Rep. 507.)

Telephones intrastate rates state control.

-

1. State control over intrastate telephone rates ceased with the exercise by the President of his authority under the joint resolution of July 16, 1918, as a war emergency measure, to take complete possession and exclusive control, with the right to the entire operating revenues, of the telephone and telegraph systems, notwithstanding the proviso in such resolution that nothing therein contained shall be construed "to amend, repeal, impair, or affect existing laws or powers of the states in relation to taxation or the lawful police regulations of the several states, except wherein such laws, powers, or regulations may affect the transmission of government communications, or the issue of stocks and bonds by such system or systems."

[See note on this question beginning on page 1680.]

2. Congress possessed the right under the war power to confer upon the President by joint resolution of July 16, 1918, the power to take over and operate telephone and telegraph systems as a war emergency measure.

and operate telephone and telegraph systems as a war emergency measure. [See 7 R. C. L. 1048.]

Telephones Federal operation right to revenues.

4. Authority to take complete possession and exclusive control, with the right to the entire operating revenues, was conferred upon the President by the joint resolution of July 16, 1918, empowering him, as a war emergency

measure, "to supervise or to take possession and assume control of any telegraph, telephone, marine cable, or radio system or systems, or any part thereof, and to operate the same in such manner as may be needful or desirable for the duration of the war, which supervision, possession, control, or operation shall not extend beyond the date of the proc lamation by the President of the exchange of ratifications of the treaty of peace."

(Mr. Justice Brandeis dissents.)

ERROR to the Supreme Court of the State of South Dakota to review a decree enjoining defendants from putting into effect a schedule of rates for telephone service alleged to have been prepared by the Postmaster General.

Reversed.

The facts are stated in the opinion of the court.
Mr. Alexander C. King, Solicitor
General, for plaintiffs in error:

The purpose and effect of the joint resolution and proclamation was completely and exclusively to vest the possession and control of defendants' telephone systems in the President through the Postmaster General as his appointee on behalf of the United States.

Public Service Commission v. New England Teleph. & Teleg. Co. 232 Mass. 465, post, 1662, P.U.R.1919D, 49, 122 N. E. 567, affirmed in 250 U. S. 195, 63 L. ed. 934, 39 Sup. Ct. Rep. 511.

The taking possession and assuming control and operation by the President under the joint resolution of July 16, 1918, constituted such systems public utilities operated by the government, and made it the right and duty of the President and his representative to fix the charge to be paid for service.

Ex parte Milligan, 4 Wall. 2, 18 L. ed. 281; Legal Tender Cases, 12 Wall. 457, 20 L. ed. 287; Stewart v. Kahn (Stewart v. Bloom) 11 Wall. 493, 20 L. ed. 176; Atchison, T. & S. F. R. Co. v. United States, 225 U. S. 640, 649, 56 L. ed. 1236, 1239, 32 Sup. Ct. Rep. 702; Ala. State ex rel. Smith v. Burleson,

P.U.R.1919F, 1, 82 So. 458; Pensacola Teleg. Co. v. Western U. Teleg. Co. 96 U. S. 1, 9, 10, 24 L. ed. 708, 710, 712; Atty. Gen. v. Edison Teleph. Co. L. R. 6 Q. B. Div. 244, 50 L. J. Q. B. N. S. 145, 43 L. T. N. Š. 697, 29 Week. Rep. 428; Railroad Commission v. Cumberland Teleph. & Teleg. Co. (La. Sup. Ct.)

The utmost which the resolution purported to do was to provide for the

United States acquiring a right of temporary possession, control, and operation of the telegraph, telephone, etc., systems for which it should pay. This still left the then owners of the property as owners; and as between themselves and the United States, as a quasi tenant, the owners are responsible to the state for, and bound to pay, the taxes thereon.

Taylor, Land & T. 3d ed. § 341; Cooley, Taxn. 3d ed. 822; East Tennessee, V. & G. R. Co. v. Morristown, - Tenn.

35 S. W. 771.

Where police power is conferred in general terms upon municipalities in their charters, such delegations of power are uniformly held not to embrace the power to regulate rates of even strictly local public occupations or utilities.

State ex rel. Wisconsin Teleph. Co. v. Sheboygan, 111 Wis. 23, 86 N. W. 657; St Louis v. Bell Teleph. Co. 96 Mo. 623, 2 L.R.A. 278, 9 Am. St. Rep. 370, 10 S. W. 197; Bluefield Waterworks & Improv. Co. v. Bluefield, 69 W. Va. 1, 33 L.R.A. (N.S.) 759, 70 S. E. 772; Jacksonville v. Southern Bell Teleph. & Teleg. Co. 57 Fla. 374, 49 So. 509.

A state or its local government, when so empowered, may make a binding contract devesting itself for a substantial period of time of the power to regulate rates.

Home Teleph. & Teleg. Co. v. Los Angeles, 211 U. S. 273, 53 L. ed. 182, 29 Sup. Ct. Rep. 50; Minneapolis v. Minneapolis Street R. Co. 215 U. S.

(250 U. 8. 163, 63 L. ed. 910, P.U.R.1919D, 717, 39 Sup. Ct. Rep. 507.)

417, 54 L. ed. 259, 30 Sup. Ct. Rep. 118.

The power to regulate rates is subject to the limitation that it must afford to a private owner of the utility a reasonable return on his property devoted to the public use.

Smyth v. Ames, 169 U. S. 466, 42 L. ed. 819, 18 Sup. Ct. Rep. 418; Stanislaus County v. San Joaquin & K. River Canal & Irrig. Co. 192 U. S. 201, 48 L. ed. 406, 24 Sup. Ct. Rep. 241.

The provisions of state statutes for the regulation of rates charged by private persons and corporations operating public utilities do not by their terms apply to rates charged by agents of the government in the operation of such utilities.

Railroad Commission v. Cumberland Teleph. & Teleg. Co. (La. Sup. Ct.) Messrs. Oliver E. Sweet and Byron S. Payne, Attorney General of South Dakota, for defendants in error:

The making and regulating of the rates of common carriers with respect to their intrastate operations has always been upheld by the courts as an exercise of the police powers of the states.

Union Dry Goods Co. v. Georgia Pub. Service Corp. 248 U. S. 372, 63 L. ed. 309, A.L.R. P.U.R.1919C, 60, 39 Sup. Ct. Rep. 117; Atty. Gen. v. Chicago & N. W. R. Co. 35 Wis. 559; Munn v. Illinois 94 U. S. 113, 24 L. ed. 77; Arkansas Rate Cases, 187 Fed. 290; Reagan v. Mercantile Trust Co. 154 U. S. 413, 38 L. ed. 1028, 4 Inters. Com. Rep. 575, 14 Sup. Ct. Rep. 1060; Williams v. State, 85 Ark. 464, 26 L.R.A. (N.S.) 482, 122 Am. St. Rep. 47, 108 S. W. 838; Minnesota Rate Cases (Simpson v. Shepard) 230 U. S. 352, 57 L. ed. 1511, 48 L.R.A. (N.S.) 1151, 33 Sup. Ct. Rep. 729, Ann. Cas. 1916A, 18; Railroad Commission Cases, 116 U. S. 307, 29 L. ed. 636, 6 Sup. Ct. Rep. 334, 388, 1191; Freund, Pol. Power, pp. 65, 378, 385.

There is the same need of local rate regulation and supervision by local authorities when the business is carried on by the Federal government as when carried on by telegraph or telephone companies whose properties extend over the entire nation.

Smyth v. Ames, 169 U. S. 466, 42 L. ed. 819, 18 Sup. Ct. Rep. 418; Reagan v. Mercantile Trust Co. 154 U. S. 413, 38 L. ed. 1028, 4 Inters. Com. Rep. 575, 14 Sup. Ct. Rep. 1060.

The power to make and regulate rates

of wire lines is a power which cannot be inferred from any language used in the joint resolution, but must be positively conferred by unambiguous language.

Reagan v. Mercantile Trust Co. supra; Omaha & C. B. Street R. Co. v. Interstate Commerce Commission, 230 U. S. 324, 57 L. ed. 1501, 46 L.R.A. (N.S.) 385, 33 Sup. Ct. Rep. 890; Interstate Commerce Commission V. Louisville & N. R. Co. 227 U. S. 88, 57 L. ed. 431, 33 Sup. Ct. Rep. 185; Georgia R. & Bkg. Co. v. Smith, 128 U. S. 174, 182, 32 L. ed. 377, 381, 9 Sup. Ct. Rep. 47; Milwaukee Electric R. & Light Co. v. Railroad Commission, 238 U. S. 174, 180, 49 L. ed. 1254, 1260, P.U.R.1915D, 591, 35 Sup. Ct. Rep. 820; Home Teleph. & Teleg. Co. v. Los Angeles, 211 U. S. 265, 53 L. ed. 176, 29 Sup. Ct. Rep. 50; Interstate Commerce Commission v. Cincinnati, N. O. & T. P. R. Co. 167 U. S. 479, 494, 42 L. ed. 243, 251, 17 Sup. Ct. Rep. 896.

The police powers of the states have never been conferred upon the Federal government, and have never been parted with by the states; they remain under the exclusive jurisdiction of the states.

Cooley, Const. Lim. 7th ed. p. 831; 12 C. J. 910; 20 Am. & Eng. Enc. Law, 919; 2 Words & Phrases, p. 1066; Munn v. Illinois, 94 U. S. 113, 24 L. ed. 77; Civil Rights Cases, 109 U. S. 3, 27 L. ed. 835, 3 Sup. Ct. Rep. 18; Minnesota Rate Cases (Simpson v. Shepard) 230 U. S. 352, 57 L. ed. 1511, 48 L.R.A. (N.S.) 1151, 33 Sup. Ct. Rep. 729, Ann. Cas. 1916A, 18; 1 Roberts, Federal Liabilities of Carriers, p. 36.

Congress cannot control intrastate rates under the commerce clause.

Minnesota Rate Cases (Simpson v. Shepard) 230 U. S. 352, 57 L. ed. 1511, 48 L.R.A. (N.S.) 1151, 33 Sup. Ct. Rep. 729, Ann. Cas. 1916A, 18; Houston, E. & W. T. R. Co. v. United States, 234 U. S. 342, 58 L. ed. 1341, 34 Sup. Ct. Rep. 833.

As in the case of enactments of Congress, so in the case of official acts of the President, it lies within the jurisdiction of the courts to determine whether the same are necessary and proper for carrying into execution any of his constitutional authority.

Mitchell v. Harmony, 13 How. 115, 14 L. ed. 75.

Even if an administrative officer should act in entire good faith in declaring the possession of authority