Page:Harvard Law Review Volume 32.djvu/318

282 282 HARVARD LAW REVIEW By Lord Wrenbury: "It has arrived now at a point at which the fact is that the function of the memorandum is taken to be, not to specify, not to disclose, but to bury beneath a mass of words the real object or objects of the company with the intent that every conceivable form of activity shall be found included somewhere within its terms." If the contract with a corporation is of such a nature that it would be valid if made with a human being, and if it is made in behalf of the cor- poration by, or by the authority of, those hvunan beings in whom are vested the powers of corporate management, the corporation should be bound thereby. This rule may perhaps call for some qualifications, particularly in the case of public-service corporations, but it is submitted that it is the wise general rule. With such a nile established by statute, it will then be feasible to insist upon a statement of objects in incorpora- tion papers which will really define the contemplated venture and will, therefore, limit the risks which the managers have, as between them- selves and the stockholders, the right to run. On the one hand, it is undesirable that persons should be made timid with regard to contract- ing with corporations; on the other hand, it is undesirable that stock- holders should go into a blind pool. A statute can be drawn so as to avoid both evils, and it is not improbable that the decision in the prin- cipal case will be followed by statutory changes. Compensation for Special Services Rendered by a Municipal Corporation. — If an individual carries on a business which involves a city in extraordinary expense, the city may by ordinance impose the expense upon the individual; thus, where the construction of street rail- road tracks increased the dijficulty and expense of cleaning the streets it was held permissible for the city to require the railroad to clean the space between its rails.^ And where a business requires inspection by a city department, the person carrying on the business may be required to take out a license and pay a fee to cover the expense of inspection,* though not to impose a fee greater than such cost.* If, however, there is no actual requirement of expense, but the city renders a special service, as, for instance, by guarding premises against disorder or against fire, a problem of another sort is presented. May the city exact compensation for its services? On principle, one would be inclined to say. No, if the service is rendered from a public motive; Yes, if individual benefit is the controlling motive. Taxation covers all pub- lic purposes, and should pay for expenses legally incurred on behalf of the public; but taxation to pay for private expenditure is illegal and there- fore money raised by taxation should not be used to pay for private service. The few authorities are not at all in agreement. If, for in- stance, a city by ordinance requires the placing of a policeman at a theatre, the purpose must be a public one, and no compensation should be exacted from the owner; and it was so held in the earliest case.'* So, 1 Chicago Union Traction Co. v. Chicago, 199 111. 259, 65 N. E. 451. 2 Fort Smith v. Hunt, 72 Ark. 556, 82 S. W. 163. ' Wisconsin Telephone Co. v. Milwaukee, 126 Wis. i, 104 N. W. 1009.
 * Waters 11. Leech, 3 Ark. no.