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© John Wiley & Sons Australia, Ltd. Not for resale or distribution. Any unauthorised distribution or use will result in legal action.
 10.7 Cooperatives 325 11.4 Separate legal entity 356
Trading cooperatives 325 11.5 Corporate groups 358
Non-trading cooperatives 328 Legal issues relating to corporate
The difference between cooperatives groups 359
and not-for-profit organisations 329 11.6 The corporate veil 359
10.8 Incorporated associations 329 The legal principle of the corporate
Key features of an incorporated veil 360
association 331 The corporate veil in relation to corpo-
Advantages of an incorporated rate groups 361
association 332 Lifting the corporate veil 361
Disadvantages of an incorporated 11.7 Limited liability 364
association 332 Summary 367
10.9 Hybrid business structures 332 Key terms 368
Why have hybrid business Exercises 368
structures? 333 Acknowledgements 370
Examples of hybrid business
structures 334 CHAPTER 12
10.10 Business names 335
Company constitution 371
Registration 335
Introduction 372
What names cannot be registered?
12.1 Rules and procedures 372
336
Companies established prior to
Display and use of the business
July 1998 373
name 337
Companies established after
Summary 338
July 1998 373
Key terms 338
Exercises 339 12.2 Replaceable rules 374
Acknowledgements 342 12.3 The company constitution 378
When is the company constitution
CHAPTER 11 adopted? 378
The contents of the company
Companies and constitution 379
incorporation 343 12.4 Objects clause 380
Introduction 344 Practical implications of the objects
11.1 Company regulation in Australia 345 clause 381
The Corporations Act 2001 (Cth) 345 12.5 Who is bound by the replaceable rules
and constitution? 383
11.2 Classes of companies 346
Contract between the company and
Proprietary companies 346
each member 384
Public companies 347
Contract between the company and
Listed or unlisted 348
each director and company secretary
Member liability 349 384
Comparing company types 350 Contract between a member and each
Conversion between proprietary and other member 385
public company status 352 Remedies for breach of statutory
11.3 Starting a company 352 contract 386
Step 1: Choose a company structure 12.6 Changing the rules of a company 386
352 Process to change the constitution
Step 2: Choose a company name 353 387
Step 3: Decide how to operate the The purpose and fairness of the
company 354 change 387
Step 4: Understand the legal Application of changes to existing
obligations 354 members 388
Step 5: Obtain consent from officers, Entrenched provisions 388
members and occupiers 354 Summary 389
Step 6: Formally register the Key terms 389
company 355 Exercises 390
Step 7: Meet legal obligations Acknowledgements 391
regarding use of company name,
ACN and ABN 355
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 CHAPTER 13 Theories of corporate governance 446
A working definition of corporate
Membership, members’ governance 447
powers and dividends 392 Corporate governance and company
management 449
Introduction 393
15.2 Officers 449
13.1 Members as owners 393
Directors 450
Membership 395
Company secretary 452
Recording membership 395
Senior managers 453
Limit on members’ rights 403
15.3 Roles and powers of directors and
13.2 Members’ meetings 404
members 453
Types of members’ meetings 405
Directors 454
Calling a meeting 406
Members’ powers over directors 459
Proceedings at members’ meeting 411
15.4 Appointment, remuneration,
13.3 Dividends 416
resignation, removal 460
Entitlement to dividends 416
Appointment of a director 460
Payment of dividends 417
Directors’ remuneration 463
Consequence of improper dividend
Resignation and vacation of office 464
payment 418
Removal of directors 464
Taxation of dividends 418
Summary 466
Summary 419
Key terms 467
Key terms 420
Exercises 467
Exercises 420
Acknowledgements 469
Acknowledgements 422
CHAPTER 16
CHAPTER 14

Members’ remedies 423 Directors’ and officers’

Introduction 424 duties A 470
14.1 Members’ rights and remedies 425 Introduction 472
The balance of majority and minority 16.1 Officers’ duties 472
members’ rights 425 Duties under common law and
Statutory and contractual rights 426 equity 473
Remedies 426 Duties under the Corporations Act 474
14.2 Statutory remedies 428 The interaction of general law and
The oppression remedy 428 statutory duties 475
Winding up a company 432 Penalties and remedies 476
Statutory injunction 433 16.2 The duty of care and diligence 476
14.3 Statutory derivative action 435 Who owes the duty of care and
Parties that can seek to bring a statu- diligence? 477
tory derivative action 435 To whom is the duty of care and
Proceedings will be on behalf of the diligence owed? 477
company 435 Determining whether a director has
When the court will grant leave 436 breached their duty of care 478
14.4 Personal action 437 The consequences of breaching the
duty 478
A member’s personal rights 437
16.3 The standard of care 479
Statutory contract 438
The minimum standards of care 479
General law remedies 438
The standards of care by types of
Summary 440
officers 480
Key terms 440
Exercises 441 16.4 Diligence 482
Acknowledgements 443 Attending board meetings 483
Delegation 483
CHAPTER 15 16.5 Defences against a breach of duty of
care and diligence 485
Corporate governance and The business judgment rule in
company management 444 statute 485
Introduction 445
15.1 Corporate governance 445
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 16.6 The duty to prevent insolvent trading CHAPTER 18
487
The duty to prevent insolvent trading Financing a company via
under s 588G of the Corporations equity or debt 524
Act 488
Introduction 525
When is a debt incurred? 489
18.1 Choosing between equity and debt 525
Other requirements as to incurring
18.2 Issuing shares 527
debts 491
Definition of a share 527
The time at which a company becomes
Share issues 528
insolvent 491
The statutory power to issue shares
Reasonable grounds for suspecting
529
insolvency 491
18.3 Different types of shares 530
Defences to a breach of s 588G 491
Ordinary shares 531
Penalties and remedies 492
Bonus shares 531
A safe harbour against liability for
insolvent trading 492 Preference shares 531
Summary 494 Partly paid shares 532
Key terms 494 Equity crowdfunding 532
Exercises 495 18.4 Debt financing 533
Acknowledgements 498 18.5 Debentures 535
Statutory requirements to issue
CHAPTER 17 debentures 536
Parties to a debenture 536
Directors’ and officers’ 18.6 Security for debts 537
duties B 499 Registration of a security 537
Introduction 500 Circulating and non-circulating security
17.1 Good faith 500 interest 538
17.2 Best interests of the company 502 Negative pledges 539
Members’ interests — individuals, classes Romalpa clause 540
and as a whole 503 Voidable antecedent transactions in the
Creditors’ interests 503 event of insolvency 540
Employees’ interests 504 Summary 542
Corporate groups’ and nominee offi- Key terms 542
cers’ interests 505 Exercises 543
17.3 Proper purpose 506 Acknowledgements 544
Determining a breach of the duty of
proper purpose 506 CHAPTER 19
Defences for breach of proper Receivership and
purpose 507
17.4 Conflict of interest under general law administration 545
508 Introduction 546
When a conflict may arise 508 19.1 Insolvency 546
Defences 512 The test for insolvency 547
17.5 Statutory provisions relating to conflict 19.2 Receivership 548
of interest 513 Appointment of the receiver 549
Related party transactions 514 Effects of receivership 550
Defences 515 Role of the receiver 550
17.6 Remedies and penalties for breach of Powers of the receiver 553
duty 517 Duties and liabilities of the receiver 553
Summary of consequences for breaches Termination of receivership 554
of directors’ duties 518 19.3 Voluntary administration 554
Summary 519 Appointment of an administrator 555
Key terms 519 Effects of administration 556
Exercises 520
Role of the administrator 556
Acknowledgements 523

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CONTENTS ix

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 Powers of the administrator 556 20.2 Appointment of a liquidator 566
Duties and liabilities of a voluntary Powers of the liquidator 567
administrator 556 Duties and functions of a liquidator
Process of voluntary administration 567
557 20.3 Property available to a liquidator 568
Deed of company arrangement 558 Voidable transactions 568
Termination of voluntary Types of voidable transactions 569
administration 558 Defences for creditors 573
Summary 560 20.4 Final distributions and deregistration
Key terms 560 573
Exercises 560 Distribution to creditors 574
Acknowledgements 561 Deregistration of company 575
Summary 576
Key terms 576
CHAPTER 20
Exercises 576
Liquidation 562 Acknowledgements 578
Introduction 563
Appendix 579
20.1 Liquidation or winding up 563
Index 608
Voluntary winding up 565
Compulsory winding up 566

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 PREFACE
The first edition of Wiley’s Business and Company Law was a game-changing new teaching and learning
resource. It was concise, accessible and focused on applications of commercial and corporations law to
business.
Designed and delivered as a hybrid text plus eBook, students using the second edition of Business and
Company Law will benefit from the superior educational design, multimodal presentation of materials
and interactive functionality that the digital format offers. The eBook integrates the following media and
interactive elements into the narrative content of each chapter.
• Author introduction videos open each chapter on business law to familiarise and engage students with
the topic at hand.
• Animated interactive cases (based on a fictitious company, Racing Parts) in the company law chapters
allow students to apply the principles explained in the narrative to a range of scenarios.
• Video interviews with legal practitioners provide insights into real world cases, legal processes and
contemporary issues.
• Video interviews with leading company law academics explain in-depth of some of the more ‘technical’
points of company law, in particular as it relates to business.
• News media of topical company law stories illustrates applications of corporate law in the contemporary
business environment.
• Narrated animations step through the more complex legal concepts and processes.
• Interactive revision sets, at the end of each section, help students to understand their strengths and
weaknesses and provide remediation to correct areas of misunderstanding.
Business and Company Law 2e takes students on an interactive and engaging journey through the key
topics in the typical one-semester course.

Pdf_Folio:xi

PREFACE xi

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 ABOUT THE AUTHORS
Nick James
Professor Nick James is the Executive Dean of the Faculty of Law at Bond University. He is a former
commercial lawyer, and has been practising as an academic since 1996. His areas of teaching expertise
include business and commercial law, ‘law in society’ and legal theory, company law, the law of succession
and property law. He has won numerous awards for his teaching including a National Citation for
Outstanding Contribution to Student Learning, and he is the author of three texts: Business Law, Critical
Legal Thinking and The New Lawyer (with Rachael Field). He has written numerous journal articles, book
chapters and conference papers in the areas of legal education, critical thinking and critical legal theory.
Professor James is the Director of the Centre for Professional Legal Education, Editor-in-Chief of the
Legal Education Review and a member of the Executive Committee of the Australasian Law Teachers
Association (ALTA).
Ellie Chapple
Professor Ellie Chapple, LLB, LLM, SJD, is a Professor in the QUT Business School at the Queensland
University of Technology and solicitor admitted to the Supreme Court of Queensland. She is research
leader for the Accounting for Social Change Research Group. During her academic career at several
Australian universities, she has consistently taught corporations law, and related areas such as corporate
governance, auditing and securities law, to undergraduate and postgraduate law and business students.
Ellie’s research interests relate to the regulation of and compliance by companies of their non-financial
reporting and disclosure. Ellie publishes her research in regional and international journals in company
law, accounting and finance. She is co-editor of the journal Accounting Research Journal.
Alex Wong
Alex Wong, BCom, LLB, MTax, CA and CFP Registered Tax Agent, Registered SMSF auditor, is a
Sessional Lecturer in tax law, company law and risk insurance at RMIT, where he has also acted as the
course coordinator for company law. In addition, Alex teaches tax law and company law at the postgraduate
and undergraduate level at other universities. Alex also runs a tax, strategic and financial services practice
in Melbourne. He has over 30 years’ professional work experience and 20 years’ experience teaching at
universities. Alex is strongly interested in bridging the theoretical world of corporate and tax law to the
practical applications of those principles and ensuring that business students understand how to apply these
principles in the real world as accountants and business advisers. Alex is also currently undertaking his
PhD in financial services.
Richard Baumfield
Richard Baumfield, BBus, LLB, LLM, is an Adjunct Assistant Professor at Bond University. He teaches
primarily in the area of corporate law, teaching to both law students and business students. Richard was
previously a partner with the New York law firm of Andrews Kurth, where he specialised in corporate
restructuring. In addition to his work at Bond University, Richard sits on a number of company boards —
both listed and privately owned companies.
Richard Copp
Richard Copp practised as a barrister for 15 years before joining Griffith Business School to spend more
time with his family and ‘give something back’ to students. In practice, Richard specialised in commercial
law; corporate insolvency (including company liquidations, voluntary administrations, receiverships and
schemes of arrangement); trade practices and competition law; and income tax (including tax planning for
the GST). His other legal interests include trusts, banking/finance and superannuation law, administrative-
and government-related law, and mediation/arbitration. Richard was admitted to practise as a barrister after
a career in commercial practice, mainly as a consultant economist, corporate adviser and banker. In those
roles, he had extensive experience as an expert witness in court proceedings. Richard has advised and acted
for a wide range of companies, including some of Australia’s largest publicly listed corporations, federal
and state government agencies, banks, merchant banks, and accounting firms. Richard has also lectured
part-time in finance, banking, economics and law for a number of years at various Australian universities.
He has degrees in Economics and Commerce (with Honours), a Masters degree in Law, and a PhD in

Pdf_Folio:xii

xii ABOUT THE AUTHORS

© John Wiley & Sons Australia, Ltd. Not for resale or distribution. Any unauthorised distribution or use will result in legal action.
 restrictive trade practices. Richard is admitted to practise in the Supreme Court, Federal Court and High
Court. He frequently lectures at university and professional seminars.
Robert Cunningham
Professor Robert Cunningham is Dean and Head of Curtin Law School, barrister within Murray Chambers
and a Fellow of the Australian Academy of Law. His main research interests relate to information
governance and his legal practice is principally concerned with Federal Court matters such as corporate
law, consumer protection, native title and intellectual property. He continues to teach into several subjects,
including corporate law and World Trade Organization law.
Akshaya Kamalnath
Dr Akshaya Kamalnath worked as a Lecturer in Deakin Law School until June 2018 and is now a lecturer
in the AUT Law School at the Auckland University of Technology. Akshaya holds a Master of Laws
(LLM) degree from the New York University School of Law in New York and a Bachelor of Art/Laws
(BA/LLB) degree from the Nalsar University of Law in Hyderabad, India. She completed her PhD at
Deakin University. Her doctoral thesis was entitled, ’Gender diversity on company boards: a corporate law
analysis’. Her articles have been published is journals such as the Federal Law Review, Australian Journal
of Corporate Law and Albany Law Review.
Dr Katie Watson
Dr Katie Watson, BA(Hons), JD, LLM, PhD, is a Scholarly Teaching Fellow at the University of Newcastle
Law School. Katie teaches across undergraduate and graduate programs, focusing on excellence and equity
in higher education. Having balanced higher education with family responsibilities for over 10 years, Katie
is committed to supporting diverse student experiences through innovative methods of teaching legal
skills and content. Katie’s doctoral research employed discourse analysis to compare corporate gender
diversity laws and policies around the world. This research, in conjunction with research on the history
of the corporate form, highlighted the powerful impact of understanding purpose. More recently, Katie’s
research interests have applied these insights about purpose to seek ways to enhance governance practices
in for-purpose organisations.
Paul Harpur
Paul Harpur is a Senior Lecturer at the TC Beirne School of Law at the University of Queensland. He
has taught corporate law to students from the school of law and the school of accounting for an extended
period of time. His PhD concerned corporate social responsibility, and since then Paul has continued to
research on regulatory frameworks. In 2019, Paul was awarded a Fulbright Future Scholarship where he
will work and research at Harvard University and Syracuse University.

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ABOUT THE AUTHORS xiii

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© John Wiley & Sons Australia, Ltd. Not for resale or distribution. Any unauthorised distribution or use will result in legal action.
 PART 1

BUSINESS LAW
1 Business and the law 2
2 The Australian legal system 27
3 Deliberately causing harm 63
4 Carelessly causing harm 96
5 Contract law: formation of the contract 127
6 Contract law: terms of the contract 161
7 Contract law: enforcement of the contract 193
8 Contract law: working with agents 223
9 Dealing with consumers 250

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 CHAPTER 1

Business and the law

LEARNING OBJECTIVES

After studying this chapter, you will be able to:

1.1 explain the ways in which the law relates to business
1.2 define the word ‘law’, explain its purposes and understand why it keeps changing
1.3 understand the connection the law has to justice, ethics and politics.

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 JOHNNY AND ASH

[Johnny Bristol, 25 years old, scruffy and morose, sits by himself in a nearly empty bar nursing a beer. He
looks up when a young woman calls his name as she approaches from the other side of the bar: Ashwina
Redcliffe, smartly dressed and immaculately groomed.]
Ash — Johnny! Hey, Johnny!
Johnny — Hey, Ash.
Ash — [She sits down at the table, carefully placing her glass of white wine on a coaster, and looks at Johnny.]
Johnny Bristol, well, well, well. I haven’t seen you since high school. It’s been, what, seven years? I heard you
moved to New Zealand.
Johnny — I did. I’m back. I heard you went to law school.
Ash — I did. And now I’m a lawyer. Working for Gibson & Gaiman in the city. Loving it. And doing quite well for
myself, thanks. So what brings you back to town?
Johnny — Well, my dad got sick last year, and so I came back to help mum look after him and to set up a
business back here. You know The Lame Duck restaurant? Vegan restaurant over on Kerouac Avenue? I own the
place now.
Ash — Oh, I’m so sorry to hear about your dad. He’s a nice man. A friend of mine ate at The Lame Duck just last
week. She had the tofu burger I think.
Johnny — Yeah? What did she say about it?
Ash — She said it was awful, actually. Sorry! [They both laugh.] Apparently the organic cola was wonderful,
though.
Johnny — That’s a relief. [He pauses.] Things really aren’t going that well. I’m having heaps of problems just
keeping the place running. I’m a good cook — well, I thought I was — but I’ve never run a business before. I’ve
got suppliers who don’t do what they say they are going to do, employees who show up late if they show up
at all, and a competitor who keeps stealing my recipes. My landlord wants to sell the building, and I don’t have
enough savings to move to another location.
Ash — Sounds like you need a friend to talk to. And a lawyer.
Johnny — Thanks. I definitely need a friend. A lawyer, I’m not so sure. What do my problems have to do with the
law?
Ash — Are you kidding? It’s all about the law! How can you possibly run a business without being aware of the
law? How can you play a game without knowing the rules? Here, let me get you another beer, and I’ll tell you a
thing or two about the law.
Johnny — Thanks, Ash, I guess you are right. I have always been more concerned with doing what is ‘right’ than
with doing what is ‘legal’. I don’t know much about the law at all. Maybe that’s the problem. And the tofu burger,
of course.
Ash — Of course! Actually, you might be surprised how much you already know about the law . . .

CHAPTER PROBLEM

As a business owner, Johnny is confronted by a number of challenges. As you make your way through this
chapter, consider the reasons why a better understanding of business law might be helpful for Johnny.
With which specific areas of the law should Johnny become more familiar? Is Johnny correct in thinking
that questions about ‘what is right’ and questions about ‘what is legal’ are unrelated?

Introduction
Ash is right. You can’t play a game without knowing and understanding the rules, and you can’t participate
in business — whether as a business owner, manager, professional adviser or employee — without knowing
and understanding the law. In this chapter we consider the law in a very general sense. We explain the
relevance of the law to business, what makes the law different from other types of rules and regulations,
why it is important that the law keeps changing, and what the law has to do with ethics, justice and
politics.
After working through this chapter, you will better appreciate the importance of the law and of being
aware of your legal environment.
Pdf_Folio:3

CHAPTER 1 Business and the law 3

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 1.1 Law and the business person
LEARNING OBJECTIVE 1.1 Explain the ways in which the law relates to business.
Johnny may never have studied law or read a legal textbook, but there is little doubt that he already knows
something about the law. He has encountered the law many times: in his personal life, in his business
activities, in the media and in popular culture.

Law and personal life

A common question asked by students who study business law as part of their degree is ‘Why am I doing
this?’ The answer is fairly simple. In almost every aspect of your life (whether you find yourself in a
business context or not) the law plays a critical role in determining how things operate.
In Johnny’s case, there are very few aspects of his personal life that are not regulated by law, either
directly or indirectly. His house was purchased in compliance with property laws and built in compliance
with building laws. When he makes a cup of coffee for his breakfast, he has the coffee in his cupboard
because he has entered into a contract for the sale of goods with his local supermarket, and he is able to
access the electricity that powers the kettle because he has an ongoing contract with the power company.
Driving to work in his car — the loan for which is regulated by consumer credit law — he is subject not
only to statutory traffic laws but also the general duty to take care imposed by tort law. The music that
he listens to on his smartphone is protected from unauthorised copying by intellectual property law, and
consumer protection law regulates the advertisements he sees on social media.
Johnny already knows that different laws impact different aspects of his life in different ways. Some
laws give him rights that he can enforce against others, and some laws impose obligations upon him to
do or refrain from doing certain things. When some laws are broken (e.g. when a contract is breached)
the person harmed may have the right to commence litigation against (or ‘sue’) the person who caused
the harm for compensation. There are other laws (e.g. traffic laws) that, if broken, will lead to the
police or some other government authority prosecuting the law-breaker with a view to punishing them in
some way.

ACTIVITY — REFLECT

List five ways that the law has impacted on your own life in the past 24 hours.

Law and business

As a business owner, Johnny knows that he must pay income tax on his business earnings to the Federal
government. He knows that as an employer he must pay payroll tax to the State government. He knows
that as an owner of land he must pay rates to the local authority. Johnny is also aware of the many other
Federal, State and local government laws he must comply with as a business owner: laws about licensing,
advertising, industrial relations, workplace health and safety, and so on. He therefore knows that there are
three levels of government in Australia:
• a Federal government that regulates national matters,
• State and Territory governments that regulate State and Territory matters, and
• local governments that regulate local matters.
He knows that each government makes its own laws and has its own requirements.
Legal regulation sometimes seems to be more of a hindrance than a help to people engaging in business
activities, but the law serves a very important purpose. Business would not be possible without a system
of legal regulation. It is the law that ensures that promises are kept and agreements are enforceable. It is
the law that tells business people what they can and cannot do in marketing and delivering their goods
and services. And it is the law that enables business people to resolve disputes with customers, suppliers
and competitors.

ACTIVITY — REFLECT

List three reasons why an understanding of the law is essential for the successful business person.
Pdf_Folio:4

4 PART 1 Business law

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 Law in the media
Johnny hears something new about the law every day. Many of the news stories Johnny sees on the
television and reads about online are about the law or at least related to the law in some way. The
government’s latest climate change reforms, the debate on marriage equality, the jailing of a prominent
politician, and the investigation of an assault outside a nightclub all involve the legal system. Johnny has
seen many examples of politicians talking about new legislation either positively (if the politicians are
members of the government) or negatively (if they are members of the opposition), police talking about
criminal prosecutions, and a variety of bureaucrats and other people talking about legal problems, legal
rules, legal investigations and legal solutions. He also hears and reads about lawyers and parties to litigation
talking about controversial judicial decisions and case law.
After watching the news and current affairs programs Johnny knows that many people and organisations
form a legal system: politicians, judges, lawyers, police, bureaucrats and citizens; and parliaments, courts,
the police force, government departments, small businesses and corporations.

ACTIVITY — REFLECT

Think back to recent media events that you have heard or read about, and list three examples of how the
law has impacted upon society in some way.

Law in popular culture

It seems to Johnny that any night of the week he can switch on the television and watch stories about
lawyers, law firms, prosecutors and police investigators, and the dramas associated with the practice of law
and with police investigation. Johnny thinks about many of the series he likes to watch on TV, including
Suits, The Good Wife, Judging Amy, Law & Order, Criminal Minds and the enormous number of popular
movies that feature a lawyer as the principal character, or a trial as the central dramatic device, including
Australian films such as The Castle, US films such as The Lincoln Lawyer, Erin Brockovich and The Firm,
and Chinese films such as Lawyer, Lawyer.
After seeing the law portrayed in films and on television, Johnny knows that the law is much more than a
system of abstract rules and principles. It is something that manifests in and shapes the lives of real people.

ACTIVITY — RESEARCH AND REFLECT

Watch an episode of a television program that is related to the law in some way. In what ways are the
law, the legal system or lawyers referred to, either directly or indirectly? Do you think the way the law is
portrayed is realistic?

.......................................................................................................................................................................................
REVISION QUESTIONS
Before proceeding, ensure that you can answer the following questions.
1.1 In what ways does the law impact upon your personal life?
1.2 In what ways does the law impact upon business activities?
1.3 What can the news and other media stories tell you about the law?
1.4 What can popular culture tell you about the law?
.......................................................................................................................................................................................

1.2 The nature of law

LEARNING OBJECTIVE 1.2 Define the word ‘law’, explain its purposes and understand why it
keeps changing.
Johnny already knows something about the law. But he is still not sure he understands the difference
between law and other kinds of rules, why knowing about the law is so important, or why the law,
apparently, keeps needing to be changed.
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 Defining law
The question ‘What is the law?’ is much harder to answer than one might think. It is a question that legal
theorists and philosophers have been debating for hundreds of years, and there is relatively little consensus.
Here are just a few of the many possible definitions and descriptions of law.
• Law is a system of enforceable rules governing social relations and legislated by a political system.
(Stanford Encyclopaedia of Philosophy)
• Law is the essential foundation of stability and order both within societies and in international relations.
(J William Fulbright)
• Law: an ordinance of reason for the common good, made by him who has care of the community. (Saint
Thomas Aquinas)
• The law is but words and paper without the hands and swords of men. (James Harrington)
• Law and order exist for the purpose of establishing justice, and ... when they fail to do this purpose they
become dangerously structured dams that block the flow of social progress. (Martin Luther King, Jr)
• In its majestic equality, the law forbids rich and poor alike to sleep under bridges, beg in the streets and
steal loaves of bread. (Anatole France)
There is a distinction between ‘a law’ and ‘the law’: you would use the term ‘a law’ to refer to a particular
legal rule, and you would use the term ‘the law’ to refer to the legal system generally.
A simple and practical definition of the law is as follows: the law is a system of rules made by the state
and enforceable by prosecution or litigation. The corresponding definition of business law is a system
of rules regulating businesses and business activities made by the state and enforceable by prosecution
or litigation.
These definitions disregard questions of justice, ethics and politics, and focus upon what law is, without
considering whether it is fair or right and without considering the political origins and implications of law.
We consider the relationship between law, justice, ethics and politics in detail below. For now, we examine
each of the elements of our simple definition in turn.

A system of rules
Most people who attempt to define law will use the word ‘rule’ somewhere in their definition. A law is a
type of rule. A rule is a statement of behavioural expectation; it tells people how they should or should not
behave. There may or may not be negative consequences that flow from failing to comply with the rule.
There are of course many different types of rule, including:
• the rules of a game, e.g. the rules of poker or cricket,
• the rules of an organisation, e.g. the membership rules of a football association or the internal governance
rules of a corporation,
• moral rules, e.g. the rule that you should not tell lies,
• social rules, e.g. the rule that you should say ‘please’ when asking for something,
• mathematical rules, e.g. the rules regulating multiplication and division, and
• traffic rules, e.g. the rule that you should drive on the left-hand side of the road.
Not all of these rules are laws. Traffic rules can be categorised as laws, but the rules determining how
a cricket match is to be played cannot. So what, then, is the major difference between legal rules (i.e.
laws) and non-legal rules? How do we distinguish one from the other? Is the answer that legal rules incur
penalties and non-legal rules do not? While it is correct to say that legal rules incur penalties, there are
also penalties incurred if you breach the rules of a game or of an organisation, and even the disapproval
that follows from a breach of a social or moral rule can be seen as a type of penalty.
The most appropriate way to distinguish between a legal rule and a non-legal rule is to consider the
source of the rule.

Made by the state

Legal rules are made by the state. Rules made by persons or organisations other than the state cannot be
said to be laws.
The term ‘state’ is used throughout this text and is a very common legal term. In lower case, the term
‘state’ refers to the government generally. If it starts with a capital letter, the term refers to a State within a
federation, for example, New South Wales. In the context of our simple definition of law, the term has the
former meaning: a law is a rule made by the government. In the context of the Australian legal system, a
law is a rule made by either the legislature (the parliament) or the judiciary (the court system).
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Exploring the Variety of Random
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doctrine, and fills up the greater part of the epistle with reproofs of
these errors.

His argument against the doctrines of the servile Judaizers is

made up in his favorite mode of demonstration, by simile and
metaphor, representing the Christian system under the form of the
offspring of Abraham, and afterwards images the freedom of the true
believers in Jesus, in the exalted privilege of the descendants of
Sara, while those enslaved to forms are presented as analogous in
their condition to the children of Hagar. He earnestly exhorts them,
therefore, to stand fast in the freedom to which Christ has exalted
them, and most emphatically condemns all observance of
circumcision. Thus pointing out to them, the purely spiritual nature of
that covenant, of which they were now the favored subjects, he
urges them to a truly spiritual course of life, bidding them aim at the
attainment of a perfect moral character, and makes the conclusion of
the epistle eminently practical in its direction. He speaks of this
epistle as being a testimony of the very particular interest which he
feels in their spiritual prosperity, because, (what appears contrary to
his practice,) he has written it with his own hand. To the very last, he
is very bitter against those who are aiming to bring them back to the
observance of circumcision, and denounces those as actuated only
by a base desire to avoid that persecution which they might expect
from the Jews, if they should reject the Mosaic ritual. Referring to the
cross of Christ as his only glory, he movingly alludes to the marks of
his conformity to that standard, bearing as he does in his own body,
the scars of the wounds received from the scourges of his Philippian
persecutors. He closes without any mention of personal salutations,
and throughout the whole makes none of those specifications of
names, with which most of his other epistles abound. In the opening
salutation, he merely includes with himself those “brethren that are
with him,” which seems to imply that they knew who those brethren
were, in some other way,――perhaps, because he had but lately
been among them with those same persons as his assistants in the
ministry.
 On this very doubtful point, I have taken the views adopted by Witsius, Louis Cappel,
Pearson, Wall, Hug and Hemsen. The notion that it was written at Rome is supported by
Theodoret, Lightfoot, and Paley,――of course making it a late epistle. On the contrary,
Michaelis makes it the earliest of all, and dates it in the year 49, at some place on Paul’s
route from Troas to Thessalonica. Marcion and Tertullian also supposed it to be one of the
earliest epistles. Benson thinks it was written during Paul’s first residence in Corinth.
Lenfant and Beausobre, followed by Lardner, conjecture it to have been written either at
Corinth or at Ephesus, during his first visit, either in A. D. 52, or 53. Fabricius and Mill date it
A. D. 58, at some place on Paul’s route to Jerusalem. Chrysostom and Theophylact, date it
before the epistle to the Romans. Grotius thinks it was written about the same time. From all
which, the reader will see the justice of my conclusion, that nothing at all is known with any
certainty about the matter.

the ephesian mob.

Paul having now been a resident in Ephesus for nearly three

years, and having seen such glorious results of his labors, soon
began to think of revisiting some of his former fields of missionary
exertion, more especially those Grecian cities of Europe which had
been such eventful scenes to him, but a few years previous. He
designed to go over Macedonia and Achaia, and then to visit
Jerusalem; and when communicating these plans to his friends at
Ephesus, he remarked to them in conclusion――“And after that, I
must also visit Rome.” He therefore sent before him into Macedonia,
as the heralds of his approach, his former assistant, Timothy, and
another helper not before mentioned, Erastus, who is afterwards
mentioned as the treasurer of the city of Corinth. But Paul himself
still waited in Asia for a short time, until some other preliminaries
should be arranged for his removal. During this incidental delay
arose the most terrible commotion that had ever yet been excited
against him, and one which very nearly cost him his life.

It should be noticed that the conversion of so large a number of

the heathen, through the preaching of Paul, had struck directly at the
foundation of a very thriving business carried on in Ephesus, and
connected with the continued prevalence and general popularity of
that idolatrous worship, for which the city was so famous. Ephesus,
as is well known, was the chief seat of the peculiar worship of that
great Asian deity, who is now known, throughout all the world, where
the apostolic history is read, by the name of “Diana of the
Ephesians.” It is perfectly certain, however, that this deity had no
real connection, either in character or in name, with that Roman
goddess of the chase and of chastity, to whom the name Diana
properly belongs. The true classic goddess Diana was a virgin,
according to common stories, considered as the sister of Apollo, and
was worshiped as the beautiful and youthful goddess of the chase,
and of that virgin purity of which she was supposed to be an
instance, though some stories present an exception to this part of
her character. Upon her head, in most representations of her, was
pictured a crescent, which was commonly supposed to show, that
she was also the goddess of the moon; but a far more sagacious
and rational supposition refers the first origin of this sign to a deeper
meaning. But when the mythologies of different nations began to be
compared and united, she was identified with the goddess of the
moon, and with that Asian goddess who bore among the Greeks the
name of Artemis, which is in fact the name given by Luke, as the
title of the great goddess of the Ephesians. This Artemis, however,
was a deity as diverse in form, character and attributes, from the
classic Diana, as from any goddess in all the systems of ancient
mythology; and they never need have been confounded, but for the
perverse folly of those who were bent, in spite of all reason, to find in
the divinities of the eastern polytheism, the perfect synonyms to the
objects of western idolatry. The Asian and Ephesian goddess
Artemis, had nothing whatever to do with hunting nor with chastity.
She was not represented as young, nor beautiful, nor nimble, nor as
the sister of Apollo, but as a vast gigantic monster, with a crown of
towers, with lions crouching upon her shoulders, and a great array of
pictured or sculptured eagles and tigers over her whole figure; and
her figure was also strangely marked by a multitude of breasts in
front. Under this monstrous figure, which evidently was no invention
of the tasteful Greeks, but had originated in the debasing and
grotesque idolatry of the orientals, Artemis of the Ephesians was
worshiped as the goddess of the earth, of fertility, of cities, and as
the universal principle of life and wealth. She was known among the
Syrians by the name of Ashtaroth, and was among the early objects
of Hebrew idolatry. When the Romans, in their all-absorbing
tolerance of idolatry, began to introduce into Italy the worship of the
eastern deities, this goddess was also added there, but not under
the name of Diana. The classic scholar is familiar with the allusions
to this deity, worshiped under the name of Cybele, Tellus and other
such, and in all the later poets of Rome, she is a familiar object, as
“the tower-crowned Cybele.” This was the goddess worshiped in
many of the Grecian cities of Asia Minor, which, at their first
colonization, had adopted this aboriginal goddess of those fertile
regions, of whose fertility, civilization, agricultural and commercial
wealth, she seemed the fit and appropriate personification. But in
none of these Asian cities was she worshiped with such peculiar
honors and glories as in Ephesus, the greatest city of Asia Minor.
Here was worshiped a much cherished image of her, which was said
to have fallen from heaven, called from that circumstance the
Diopetos; which here was kept in that most splendid temple, which
is even now proverbial as having been one of the wonders of the
ancient world. Being thus the most famous seat of her worship,
Ephesus also became the center of a great manufacture and trade in
certain curious little images or shrines, representing this goddess,
which were in great request, wherever her worship was regarded,
being considered as the genuine and legitimate representatives, as
well as representations of the Ephesian deity.

This explanation will account for the circumstances related by

Luke, as ensuing in Ephesus, on the success of Paul’s labors among
the heathen, to whose conversion his exertions had been wholly
devoted during the two last years of his stay in Ephesus. In
converting the Ephesians from heathenism, he was guilty of no
ordinary crime. He directly attacked a great source of profit to a large
number of artizans in the city, who derived their whole support from
the manufacture of those little objects of idolatry, which, of course,
became of no value to those who believed Paul’s doctrine,――that
“those were no gods which were made with hands.” This new
doctrine therefore, attracted very invidious notice from those who
thus found their dearest interests very immediately and unfortunately
affected, by the progress made by its preacher in turning away the
hearts of Ephesians from their ancient reverence for the shrines of
Artemis; and they therefore listened with great readiness to
Demetrius, one of their number, when he proposed to remedy the
difficulty. He showed them in a very clear, though brief address, that
“the craft was in danger,”――that warning cry which so often bestirs
the bigoted in defence of the object of their regard; and after hearing
his artful address, they all, full of wrath, with one accord raised a
great outcry, in the usual form of commendation of the established
idolatry of their city,――“Great is Artemis of the Ephesians!” This
noise being heard by others, and of course attracting attention, every
one who distinguished the words, by a sort of patriotic impulse, was
driven to join in the cry, and presently the whole city was in an
uproar;――a most desirable condition of things, of course, for those
who wished to derive advantage from a popular commotion. All
bawling this senseless cry, with about as much idea of the occasion
of the disturbance as could be expected from such a mob, the
huddling multitudes learning the general fact, that the grand object of
the tumult was to do some mischief to the Christians, and looking
about for some proper person to be made the subject of public
opinion, fell upon Gaius and Aristarchus of Macedonia, two traveling
companions of Paul, who happened to be in the way, and dragged
them to the theater, whither the whole mob rushed at once, as to a
desirable scene for any act of confusion and folly which they might
choose to commit. Paul, with a lion-like spirit, caring naught for the
mob, proposed to go in and make a speech to them, but his friends,
with far more prudence and cool sense than he,――knowing that an
assembly of the people, roaring some popular outcry, is no more a
subject of reason than so many raging wild beasts,――prevented
him from going into the theater, where he would no doubt have been
torn to pieces, before he could have opened his mouth. Some of the
great magistrates of Asia, too, who were friendly to him, hearing of
his rash intentions, sent to him a very urgent request, that he would
not venture himself among the mob. Meanwhile the outcry
continued,――the theater being crowded full,――and the whole city
constantly pouring out to see what was the matter, and every soul
joining in the religious and patriotic shout, “Great is Artemis of the
Ephesians!” And so they went on, every one, of course, according to
the universal and everlasting practice on such occasions, making all
the noise he could, but not one, except the rascally silversmiths,
knowing what upon earth they were all bawling there for. Still this
ignorance of the object of the assembly kept nobody still; but all, with
undiminished fervor, kept plying their lungs to swell the general roar.
As it is described in the very graphic and picturesque language of
Luke,――“Some cried one thing, and some, another; for the whole
assembly was confused;――and the more knew not wherefore they
were come together,”――which last circumstance is a very common
difficulty in such assemblies, in all ages. At last, searching for some
other persons as proper subjects to exercise their religious zeal
upon, they looked about upon the Jews, who were always a
suspected class among the heathen, and seized one Alexander, who
seems to have been one of the Christian converts, for the Jews
thrust him forward as a kind of scapegoat for themselves. Alexander
made the usual signs soliciting their attention to his words; but as
soon as the people understood that he was a Jew, they all drowned
his voice with the general cry, “Great is Artemis of the Ephesians!”
and this they kept up steadily for two whole hours, as it were with
one voice. Matters having come to this pass, the recorder of the city
came forward, and having hushed the people,――who had some
reverence for the lawful authorities, that fortunately were not
responsible to them,――and made them a very sensible speech,
reminding them that since no one doubted the reverence of the
Ephesians for the goddess Artemis, and for the Diopetos, there
surely was no occasion for all this disturbance to demonstrate a fact
that every body knew. He told them that the men against whom they
were raising this disturbance had neither robbed their temples nor
blasphemed the goddess; so that if Demetrius and his fellow-craft
had anything justly against these men, as having injured their
business, they had their proper remedy at law. He hinted to them
also that they were all liable to be called to account for this manifest
breach of Roman law, and this defiance of the majesty of the Roman
government;――a hint which brought most of them to their senses;
for all who had anything to lose, dreaded the thought of giving
occasion to the awfully remorseless government of the province, to
fine them, as they certainly would be glad to do on any valid excuse.
They all dispersed, therefore, with no more words.

“‘Silver shrines,’ verse 24. The heathens used to carry the images of their gods in
procession from one city to another. This was done in a chariot which was solemnly
consecrated for that employment, and by the Romans styled Thensa, that is, the chariot of
their gods. But besides this, it was placed in a box or shrine, called Ferculum. Accordingly,
when the Romans conferred divine honors on their great men, alive or dead, they had the
Circen games, and in them the Thensa and Ferculum, the chariot and the shrine, bestowed
on them; as it is related of Julius Caesar. This Ferculum among the Romans did not differ
much from the Graecian Ναὸς, a little chapel, representing the form of a temple, with an
image in it, which, being set upon an altar, or any other solemn place, having the doors
opened, the image was seen by the spectators either in a standing or sitting posture. An old
anonymous scholiast upon Aristotle’s Rhetoric, lib. i. c. 15, has these words: Ναοποιοὶ οἱ
τοὺς ναοὺς ποιοῦσι, ἤτοι εἱκονοστάσια, τινα μικρὰ ξύλινα ἅ πωλοῦσι, observing the ναοι here to
be εικονοστάσια, chaplets, with images in them, of wood, or metal, (as here of silver,) which
they made and sold, as in verse 25, they are supposed to do. Athenaeus speaks of the
καδισκος, ‘which,’ says he ‘is a vessel wherein they place their images of Jupiter.’ The
learned Casaubon states, that ‘these images were put in cases, which were made like
chapels. (Deipnos. lib. ii. p. 500.) So St. Chrysostom likens them to ‘little cases, or shrines.’
Dion says of the Roman ensign, that it was a little temple, and in it a golden eagle, (Ρωμαικ,
lib. 40.) And in another place: ‘There was a little chapel of Juno, set upon a table.’ Ρωμαικ,
lib. 39. This is the meaning of the tabernacle of Moloch, Acts vii. 43, where by the σκηνη,
tabernacle, is meant the chaplet, a shrine of that false god. The same was also the ‫סכות דנות‬
the tabernacle of Benoth, or Venus.” Hammond’s Annotations. [Williams on Pearson, p. 55.]

Robbers of temples.――Think of the miserable absurdity of the common English

translation in this passage, (Acts xix. 37,) where the original ἱεροσυλοι is expressed by
“robbers of churches!” Now who ever thought of applying the English word “church,” to
anything whatever but a “Christian assembly,” or “Christian place of assembly?” Why then is
this phrase put in the mouth of a heathen officer addressing a heathen assembly about
persons charged with violating the sanctity of heathen places of worship? Such a building
as a church, (εκκλησια, ecclesia) devoted to the worship of the true God, was not known till
more than a century after this time; and the Greek word ἱερον, (hieron,) which enters into the
composition of the word in the sacred text, thus mistranslated, was never applied to a
Christian place of worship.

first epistle to the corinthians.

Paul’s residence in Ephesus is distinguished in his literary history,

as the period in which he wrote that most eloquent and animated of
his epistles,――“the first to the Corinthians.” It was written towards
the close of his stay in Asia, about the time of the passover;
according to established calculations, therefore, in the spring of the
year of Christ 57. The more immediate occasion of his writing to the
Corinthian Christians, was a letter which he had received from them,
by the hands of Stephanas, Fortunatus and Achaicus. Paul had
previously written to them an epistle, (now lost,) in which he gave
them some directions about their deportment, which they did not fully
understand, and of which they desired an explanation in their letter.
Many of these questions, which this epistle of the Corinthians
contained, are given by Paul, in connection with his own answers to
them; and from this source it is learned that they concerned several
points of expediency and propriety about matrimony. These are
answered by Paul, very distinctly and fully; but much of his epistle is
taken up with instructions and reproofs on many points not referred
to in their inquiries. The Corinthian church was made up of two very
opposite constituent parts, so unlike in their character, as to render
exceedingly complicated the difficulties of bringing all under one
system of faith and practice; and the apostolic founder was, at one
time, obliged to combat heathen licentiousness, and at another,
Jewish bigotry and formalism. The church also, having been too
soon left without the presence of a fully competent head, had been
very loosely filled up with a great variety of improper
persons,――some hypocrites, and some profligates,――a difficulty
not altogether peculiar to the Corinthian church, nor to those of the
apostolic age. But there were certainly some very extraordinary
irregularities in the conduct of their members, some of whom were in
the habit of getting absolutely drunk at the sacramental table; and
others were guilty of great sins in respect to general purity of life.
Another peculiar difficulty, which had arisen in the church of Corinth,
during Paul’s absence, was the formation of sects and parties, each
claiming some one of the great Christian teachers as its head; some
of them claiming Paul as their only apostolic authority; some again
preferring the doctrines of Apollos, who had been laboring among
them while Paul was in Ephesus; and others again, referred to Peter
as the true apostolic chief, while they wholly denied to Paul any
authority whatever, as an apostle. There had, indeed, arisen a
separate party, strongly opposed to Paul, headed by a prominent
person, who had done a great deal to pervert the truth, and to lessen
the character of Paul in various ways, which are alluded to by Paul in
many passages of his epistle, in a very indignant tone. Other
difficulties are described by him, and various excesses are reproved,
as a scandal to the Christian character; such as an incestuous
marriage among their members,――lawsuits before heathen
magistrates,――dissolute conformity to the licentious worship of the
Corinthian goddess, whose temple was so infamous for its
scandalous rites and thousand priestesses. Some of the Corinthian
Christians had been in the habit of visiting this and other heathen
temples, and of participating in the scenes of feasting, riot and
debauchery, which were carried on there as a part of the regular
forms of idolatrous worship.

The public worship of the Corinthian church had been disturbed

also by various irregularities which Paul reprehends;――the abuse
of the gift of tongues, and the affectation of an unusual dress in
preaching, both by men and women. In the conclusion of his epistle
he expatiates too, at great length, on the doctrine of the resurrection
of the body, vehemently arguing against some Corinthian heretics,
who had denied any but a spiritual existence beyond the grave. This
argument may justly be pronounced the best specimen of Paul’s
very peculiar style, reasoning as he does, with a kind of passion, and
interrupting the regular series of logical demonstrations, by fiery
bursts of enthusiasm, personal appeals, poetical quotations,
illustrative similes, violent denunciations of error, and striking
references to his own circumstances. All these nevertheless, point
very directly and connectedly at the great object of the argument,
and the whole train of reasoning swells and mounts, towards the
conclusion, in a manner most remarkably effective, constituting one
of the most sublime argumentative passages ever written. He then
closes the epistle with some directions about the mode of collecting
the contributions for the brethren in Jerusalem. He promises to visit
them, and make a long stay among them, when he goes on his
journey through Macedonia,――a route which, he assures them, he
had now determined to take, as mentioned by Luke, in his account of
the preliminary mission of Timothy and Erastus, before the time of
the mob at Ephesus; but should not leave Ephesus until after
Pentecost, because a great and effectual door was there opened to
him, and there were many opposers. He speaks of Timothy as being
then on the mission before mentioned, and exhorts them not to
despise this young brother, if he should visit them, as they might
expect. After several other personal references, he signs his ♦ own
name with a general salutation; and from the terms, in which he
expresses this particular mark already alluded to in the second
epistle to the Thessalonians, it is very reasonable to conclude, that
he was not his own penman in any of these epistles, but used an
amanuensis, authenticating the whole by his signature, with his own
hand, only at the end; and this opinion of his method of carrying on
his correspondence, is now commonly, perhaps universally, adopted
by the learned.

♦ “ownn,ame” replaced with “own name”

“Chapter xvi. 10, 11. ‘Now, if Timotheus come, see that he may be with you without fear;
for he worketh the work of the Lord, as I also do: let no man therefore despise him, but
conduct him forth in peace, that he may come unto me, for I look for him with the brethren.’

“From the passage considered in the preceding number, it appears that Timothy was
sent to Corinth, either with the epistle, or before it: ‘for this cause have I sent unto you
Timotheus.’ From the passage now quoted, we infer that Timothy was not sent with the
epistle; for had he been the bearer of the letter, or accompanied it, would St. Paul in that
letter have said, ‘if Timothy come?’ Nor is the sequel consistent with the supposition of his
carrying the letter; for if Timothy was with the apostle when he wrote the letter, could he say,
as he does, ‘I look for him with the brethren?’ I conclude, therefore, that Timothy had left St.
Paul to proceed upon his journey before the letter was written. Further, the passage before
us seems to imply, that Timothy was not expected by St. Paul to arrive at Corinth, till after
they had received the letter. He gives them directions in the letter how to treat him when he
should arrive: ‘if he come,’ act towards him so and so. Lastly, the whole form of expression
is more naturally applicable to the supposition of Timothy’s coming to Corinth, not directly
from St. Paul, but from some other quarter; and that his instructions had been, when he
should reach Corinth, to return. Now, how stands this matter in the history? Turn to the
nineteenth chapter and twenty-first verse of the Acts, and you will find that Timothy did not,
when sent from Ephesus, where he left St. Paul, and where the present epistle was written,
proceed by a straight course to Corinth, but that he went round through Macedonia. This
clears up everything; for, although Timothy was sent forth upon his journey before the letter
was written, yet he might not reach Corinth till after the letter arrived there; and he would
come to Corinth, when he did come, not directly from St. Paul, at Ephesus, but from some
part of Macedonia. Here therefore is a circumstantial and critical agreement, and
unquestionably without design; for neither of the two passages in the epistle mentions
Timothy’s journey into Macedonia at all, though nothing but a circuit of that kind can explain
and reconcile the expressions which the writer uses.” (Paley’s Horae Paulinae, 1
Corinthians No. IV.)

“Chapter v. 7, 8. ‘For even Christ, our passover, is sacrificed for us; therefore let us keep
the feast, not with old leaven, neither with the leaven of malice and wickedness, but with the
unleavened bread of sincerity and truth.’

“Dr. Benson tells us, that from this passage, compared with chapter xvi. 8, it has been
conjectured that this epistle was written about the time of the Jewish passover; and to me
the conjecture appears to be very well founded. The passage to which Dr. Benson refers us,
is this: ‘I will tarry at Ephesus until Pentecost.’ With this passage he ought to have joined
another in the same context: ‘And it may be that I will abide, yea, and winter with you:’ for,
from the two passages laid together, it follows that the epistle was written before Pentecost,
yet after winter; which necessarily determines the date to the part of the year, within which
the passover falls. It was written before Pentecost, because he says, ‘I will tarry at Ephesus
until Pentecost.’ It was written after winter, because he tells them, ‘It may be that I may
abide, yea, and winter with you.’ The winter which the apostle purposed to pass at Corinth,
was undoubtedly the winter next ensuing to the date of the epistle; yet it was a winter
subsequent to the ensuing Pentecost, because he did not intend to set forwards upon his
journey till after the feast. The words, ‘let us keep the feast, not with old leaven, neither with
the leaven of malice and wickedness, but with the unleavened bread of sincerity and truth,’
look very much like words suggested by the season; at least they have, upon that
supposition, a force and significancy which do not belong to them upon any other; and it is
not a little remarkable, that the hints casually dropped in the epistle, concerning particular
parts of the year, should coincide with this supposition.” (Paley’s Horae Paulinae. 1
Corinthians. No. XII.)

second voyage to europe.

After the disturbances connected with the mob raised by

Demetrius had wholly ceased, and public attention was no longer
directed to the motions of the preachers of the Christian doctrine,
Paul determined to execute the plan, which he had for some time
contemplated, of going over his European fields of labor again,
according to his universal and established custom of revisiting and
confirming his work, within a moderately brief period after first
opening the ground for evangelization. Assembling the disciples
about him, he bade them farewell, and turning northward, came to
Troas, whence, six or seven years before, he had set out on his first
voyage to Macedonia. The plan of his journey, as he first arranged it,
had been to sail from the shores of Asia Minor directly for Corinth.
He had resolved however, not to go to that city, until the very
disagreeable difficulties which had there arisen in the church, had
been entirely removed, according to the directions given in the
epistle which he had written to them from Ephesus; because he did
not desire, after an absence of years, to visit them in such
circumstances, when his Corinthian converts were divided among
themselves, and against him,――and when his first duties would
necessarily be those of a rigid censor. He therefore waited at Troas,
with great impatience, for a message from them, announcing the
settlement of all difficulties. This he expected to receive through
Titus, a person now first mentioned in the apostle’s history. Waiting
with great impatience for this beloved brother, he found no rest in his
spirit, and though a door was evidently opened by the Lord for the
preaching of the gospel in Troas, he had no spirit for the good work
there; and desiring to be as near the great object of his anxieties as
possible, he accordingly took leave of the brethren at Troas, and
crossed the Aegean into Macedonia, by his former route. Here he
remained in great distress of mind, until his soul was at last
comforted by the long expected arrival of Titus. Luke only says, that
he went over those parts and gave them much exhortation. But
though his route is not given, his apostolic labors are known to have
extended to the borders of Illyricum. At this time also, he made
another important contribution to the list of the apostolic writings.

the second epistle to the corinthians.

There is no part of the New Testament canon, about the date of

which all authorities are so well agreed, as on the place and time, at
which Paul wrote his second epistle to the Corinthians. All
authorities, ancient and modern, decide that it was written during the
second visit of Paul to Macedonia; although as to the exact year in
which this took place, they are not entirely unanimous. The
passages in the epistle itself, which refer to Macedonia as the region
in which the apostle then was, are so numerous indeed, that there
can be no evasion of their evidence. A great topic of interest with
him, at the time of writing this epistle, was the collecting of the
contributions proposed for the relief of the Christian brethren in
Jerusalem; and upon this he enlarges much, informing the
Corinthians of the great progress he was making in Macedonia in
this benevolent undertaking, and what high hopes he had
entertained and expressed to the Macedonians, of the zeal and
ability of those in Achaia, about the contributions. This matter had
been noticed and arranged by him, in his former epistle to them, as
already noticed, and he now proposed to send forward Titus and
another person, (who is commonly supposed to be Luke,) to take
charge of these funds, thus collected. He speaks of coming also
himself, after a little time, and makes some allusions to the difficulties
which had constituted the subject of the great part of his former
epistle. Of their amendment in the particulars then so severely
censured, he had received a full account through Titus, when that
beloved brother came on from Corinth, to join Paul in Macedonia.
Paul assures the Corinthians of the very great joy caused in him, by
the good news of their moral and spiritual improvement, and renews
his ardent protestations of deep affection for them. The incestuous
person, whom they had excommunicated, in conformity with the
denunciatory directions given in the former epistle, he now forgives;
and as the offender has since appeared to be truly penitent, he now
urges his restoration to the consolations of Christian fellowship, lest
he should be swallowed up with too much sorrow. He defends his
apostolic character for prudence and decision, against those who
considered his change of plans about coming directly from Ephesus
to Corinth, as an exhibition of lightness and unsettled purpose. His
real object in this delay and change of purpose, as he tells them,
was, that they might have time to profit by the reproofs contained in
his former epistle, so that by the removal of the evils of which he so
bitterly complained, he might finally be enabled to come to them, not
in sorrow, nor in heaviness for their sins, but in joy for their
reformation. This fervent hope had been fulfilled by the coming of
Titus to Macedonia, for whom he had waited in vain, with so much
anxiety at Troas, as the expected messenger of these tidings of their
spiritual condition; and he was now therefore prepared to pass on to
them from Macedonia, to which region he tells them he had gone
from Troas, instead of to Corinth, because he had been disappointed
about meeting Titus on the eastern side of the Aegean. With the
exception of these things, the epistle is taken up with a very ample
and eloquent exhibition of his true powers and office as an apostle;
and in the course of this argument, so necessary for the re-
establishment of his authority among those who had lately been
disposed to contemn it, he makes many very interesting allusions to
his own personal history. The date of the epistle is commonly
supposed, and with good reason, to be A. D. 58, the fifth of Nero’s
reign, and one year after the preceding epistle.

MILETUS. Acts xx. 15‒17.

“Chapter ii. 12, 13. ‘When I came to Troas to preach Christ’s gospel, and a door was
opened unto me of the Lord, I had no rest in my spirit, because I found not Titus my brother;
but taking my leave of them, I went from thence into Macedonia.’

“To establish a conformity between this passage and the history, nothing more is
necessary to be presumed, than that St. Paul proceeded from Ephesus to Macedonia, upon
the same course by which he came back from Macedonia to Ephesus, or rather to Miletus
in the neighborhood of Ephesus; in other words, that, in his journey to the peninsula of
Greece, he went and returned the same way. St. Paul is now in Macedonia, where he had
lately arrived from Ephesus. Our quotation imports that in his journey he had stopped at
Troas. Of this, the history says nothing, leaving us only the short account, ‘that Paul
departed from Ephesus, for to go into Macedonia.’ But the history says, that in his return
from Macedonia to Ephesus, ‘Paul sailed from Philippi to Troas; and that, when the disciples
came together on the first day of the week, to break bread, Paul preached unto them all
night; that from Troas he went by land to Assos; from Assos, taking ship and coasting along
the front of Asia Minor, he came by Mitylene to Miletus.’ Which account proves, first, that
Troas lay in the way by which St. Paul passed between Ephesus and Macedonia; secondly,
that he had disciples there. In one journey between these two places, the epistle, and in
another journey between the same places, the history makes him stop at this city. Of the
first journey he is made to say, ‘that a door was in that city opened unto him of the Lord;’ in
the second, we find disciples there collected around him, and the apostle exercising his
ministry, with, what was even in him, more than ordinary zeal and labor. The epistle,
therefore, is in this instance confirmed, if not by the terms, at least by the probability of the
history; a species of confirmation by no means to be despised, because, as far as it
reaches, it is evidently uncontrived.

“Grotius, I know, refers the arrival at Troas, to which the epistle alludes, to a different
period, but I think very improbably; for nothing appears to me more certain, than that the
meeting with Titus, which St. Paul expected at Troas, was the same meeting which took
place in Macedonia, viz. upon Titus’s coming out of Greece. In the quotation before us, he
tells the Corinthians, ‘When I came to Troas, I had no rest in my spirit, because I found not
Titus, my brother; but, taking my leave of them, I went from thence into Macedonia.’ Then in
the seventh chapter he writes, ‘When we were come into Macedonia, our flesh had no rest,
but we were troubled on every side; without were fightings, within were fears; nevertheless,
God, that comforteth them that are cast down, comforted us by the coming of Titus.’ These
two passages plainly relate to the same journey of Titus, in meeting with whom St. Paul had
been disappointed at Troas, and rejoiced in Macedonia. And amongst other reasons which
fix the former passage to the coming of Titus out of Greece, is the consideration, that it was
nothing to the Corinthians that St. Paul did not meet with Titus at Troas, were it not that he
was to bring intelligence from Corinth. The mention of the disappointment in this place,
upon any other supposition, is irrelative.” (Paley’s Horae Paulinae. 2 Corinthians No. VIII.)

second journey to corinth.

Among his companions in Macedonia, was Timothy, his ever

zealous and affectionate assistant in the apostolic ministry, who had
been sent thither before him to prepare the way, and had been
laboring in that region ever since, as plainly appears from the fact,
that he is joined with Paul in the opening address of the second
epistle to the Corinthians,――a circumstance in itself sufficient to
overthrow a very common supposition of the critics,――that Timothy
returned to Asia; that Paul at that time “left him in Ephesus,” and at
this time wrote his first epistle to Timothy from Macedonia. It is also
most probable that Timothy was the personal companion of Paul, not
only during the whole period of his second ministration in
Macedonia, but also accompanied him from that province to Corinth;
because Timothy is distinctly mentioned by Luke, among those who
went with Paul from Macedonia to Asia, after his brief second
residence in that city. No particulars whatever are given by Luke of
the labors of Paul in Corinth. From his epistles, however, it is learned
that he was at this time occupied in part, in receiving the
contributions made throughout Achaia for the church of Jerusalem,
to which city he was now preparing to go. The difficulties, of which so
much mention had been made in his epistles, were now entirely
removed, and his work there doubtless went on without any of that
opposition which had arisen after his first departure. There is
however, one very important fact in his literary history, which took
place in Corinth, during his residence there.

the epistle to the romans.

From the very earliest period of apostolic labor, after the

ascension, there appear to have been in Rome, some Jews who
professed the faith of Jesus. Among the visitors in Jerusalem at the
Pentecost, when the Holy Spirit first descended, were some from
Rome, who sharing in the gifts of that remarkable effusion, and
returning to their home in the imperial city, would there in themselves
constitute the rudiment of a Christian church. It is perfectly certain
that they had never been blessed in their own city with the personal
presence of an apostle and all their associated action as a Christian
church, must therefore have been entirely the result of a voluntary
organization, suggested by the natural desire to keep up and to
spread the doctrines which they had first received in Jerusalem,
under such remarkable circumstances. Yet the members of the
church would not be merely those who were converted at the
Pentecost; for there was a constant influx of Jews from all parts of
the world to Rome, and among these there would naturally be some
who had participated in the light of the gospel, now so widely
diffused throughout the eastern section of the world. There is
moreover distinct information of certain persons of high
qualifications, as Christian teachers, who had at Rome labored in the
cause of the gospel, and had no doubt been among the most
efficient means of that advancement of the Roman church, which
seems to be implied in the communication now first made to them by
Paul. Aquilas and Priscilla, who had been the intimate friends of Paul
at Corinth, and who had been already so active and distinguished as
laborers in the gospel cause, both in that city and in Ephesus, had
returned to Rome on the death of Claudius, when that emperor’s
foolish decree of banishment, against the Jews, expired along with
its author, in the year of Christ, 54. These, on re-establishing their
residence in Rome, made their own house a place of assembly for a
part of the Christians in the capital,――probably for such as resided
in their own immediate neighborhood, while others sought different
places, according as suited their convenience in this particular. Many
other persons are mentioned by Paul at the close of this epistle, as
having been active in the work of the gospel at Rome;――among
whom Andronicus and Junias are particularly noticed with respect,
as having highly distinguished themselves in apostolic labors. From
all these evangelizing efforts, the church of Rome attained great
importance, and was now in great need of the counsels and
presence of an apostle, to confirm it, and impart to its members
spiritual gifts. It had long been an object of attention and interest to
Paul, and he had already expressed a determination to visit the
imperial city, in the remarks which he made to the brethren at
Ephesus, when he was making arrangements to go into Macedonia
and Achaia. The way was afterwards opened for this visit, by a very
peculiar providence, which he does not seem to have then
anticipated; but while residing in Corinth, his attention being very
particularly called to their spiritual condition, he could not wait till he
should have an opportunity to see them personally, to counsel them;
but wrote to them this very copious and elaborate epistle, which
seems to have been the subject of more comment among dogmatic
theologians, than almost any other portion of his writings, on account
of its being supposed to furnish different polemic writers with the
most important arguments for the peculiar dogmas of one or another,
according to the fancy of each. It undoubtedly is the most doctrinal
and didactic of all Paul’s epistles, alluding very little to local
circumstances, which are the theme of so large a part of most of his
writings, but attacking directly certain general errors entertained by
the Jews, on the subject of justification, predestination, election, and
many peculiar privileges which they attributed to themselves as the
descendants of Abraham.
 This epistle, like most of the rest, was written by an amanuensis,
who is herein particularly named, as Tertius,――a word of Roman
origin; but beyond this nothing else is known of him. It was carried to
Rome by Phebe, an active female member of the church at
Cenchreae, the port of Corinth, who happened to be journeying to
Rome for some other purposes, and is earnestly recommended by
Paul to the friendly regard of the church there.

return to asia.

After passing three months in Corinth, he took his departure from

that city, on his pre-determined voyage to the east, the direction of
which was somewhat changed by the information that the Jews of
the place where he then was, were plotting some mischief against
him, which he thought best to avoid by taking a different route from
that before planned, which was a direct voyage to Syria. To escape
the danger prepared for him by them, at his expected place of
embarkation, he first turned northward by land, through Macedonia
to Philippi, and thence sailed by the now familiar track over the
Aegean to Troas. On this journey, he was accompanied by quite a
retinue of apostolic assistants,――not only his faithful disciple and
companion Timothy, but also Sosipater of Beroea, Aristarchus and
Secundus of Thessalonica, Gaius, or Caius of Derbe, and Luke also,
who now carries on the apostolic narrative in the first person, thus
showing that he was himself a sharer in the adventures which he
narrates. Besides these immediate companions, two brethren from
Asia, Tychicus and Trophimus, took the direct route from Corinth to
Troas, at which place they waited for the rest of the apostolic
company, who took the circuitous route through Macedonia. The
date of the departure of Paul is very exactly fixed by his companion
Luke, who states that they left Philippi at the time of the passover,
which was in the middle of March; and other circumstances have
enabled modern critics to fix the occurrence in the year of Christ 59.
After a five days’ voyage, arriving at Troas on Saturday, they made a
stay of seven days in that place; and on the first day of the week, the
Christians of that place having assembled for the communion usual
on the Lord’s day, Paul preached to them: and as it was the last day
of his stay, he grew very earnest in his discourse and protracted it
very late, speaking two whole hours to the company, who were met
in the great upper hall, where, in all Jewish houses, these festal
entertainments and social meetings were always held. It was, of
course, the evening, when the assembly met, for this was the usual
time for a social party, and there were many lights in the room,
which, with the number of people, must have made the air very
warm, and had the not very surprising effect of causing drowsiness,
in at least one of Paul’s hearers, a young man named ♦ Eutychus,
whose interest in what was said, could not keep his attention alive
against the pressure of drowsiness. He fell asleep; and the
occurrence must appear so very natural, (more particularly to any
one, who has ever been so unfortunate as to be sleepy at an
evening meeting, and knows what a painful sensation it is, though
the drowsiness is wholly beyond the control of the reason,) that it
can hardly be thought worth while to take pains, as some venerable
commentators do, to suppose that the devil was very specially
concerned in producing the sleep of Eutychus, and that the
consequences which ensued, were an exhibition of divine wrath
against the sleepy youth, for slumbering under the preaching of Paul.
If the supposition holds equally good in all similar cases, the devil
must be very busy on warm Sunday afternoons; and many a
comfortable nap would be disturbed by unpleasant dreams, if the
dozer could be made to think that his drowsiness was the particular
work of the great adversary of souls, or that he was liable to suffer
any such accident as Eutychus did, who, falling into a deeper sleep,
and losing all muscular control and consciousness, sunk down from
his seat, and slipping over the side of the gallery, in the third loft, fell
into the court below, where he was taken up lifeless. But Paul
hearing of the accident, stopped his discourse, and going down to
the young man, fell on him and embraced him, saying, “Trouble not
yourselves, for the life is in him.” And his words were verified by the
result; for they soon brought him up alive, and were not a little
comforted. Paul, certain of his recovery, did not suffer the accident to
mar the enjoyment of the social farewell meeting; but going up and
breaking bread with them all, talked with them a long time, passing
the whole night in this pleasant way, and did not leave them till day-
break, when he started to go by land over to Assos, about twenty-
four miles south-east of Troas, on the Adramyttian gulf, which sets
up between the north side of the island of Lesbos and the mainland.
His companions, coming around by water, through the mouth of the
gulf, took Paul on board at Assos, according to his plan; and then
instead of turning back, and sailing out into the open sea, around the
outside of Lesbos, ran up the gulf to the eastern end of the north
coast of the island, where there is an other outlet to the gulf between
the eastern shore of Lesbos and the continent. Sailing southward
through this passage, after a course of between thirty and forty
miles, they came to Mitylene, on the southeastern side of the island.
Thence passing out of the strait, they sailed southwestwards, coming
between Chios and the main-land, and arrived the next day at
Trogyllium, at the southwest corner of Samos. Then turning their
course towards the continent, they came in one day to Miletus, near
the mouth of the ♠Meander, about forty miles south of Ephesus.

♦ “Entychus” replaced with “Eutychus”

♠ “Maeander” replaced with “Meander”

Landing here, and desiring much to see some of his Ephesian

brethren before his departure to Jerusalem, he sent to the elders of
the church in that city, and on their arrival poured out his whole soul
to them in a parting address, which for pathetic earnestness and
touching beauty, is certainly, beyond any doubt, the most splendid
passage that all the records of ancient eloquence can furnish. No
force can be added to it by a new version, nor can any recapitulation
of its substance do justice to its beauty. At the close, took place a
most affecting farewell. In the simple and forcible description of
Luke, (who was himself present at the moving scene, seeing and
hearing all he narrates,)――“When Paul had thus spoken, he
kneeled down and prayed with them all.” The subjects of this prayer