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*Torts by Corporations. Corporations are responsible for the wrongs committed or authorized by them, under substantially the same rules which govern the responsibility of natural persons. It was formerly supposed that those torts which involved the element of evil intent, such as batteries, libels, and the like, could not be committed by corporations, inasmuch as the State, in granting rights for lawful purposes, had conferred no power to commit unlawful acts; and such torts, committed by corporate agents, must consequently be ultra vires, and the individual wrongs of the agents themselves. But this idea no longer obtains. It is true, as a rule, that as the corporation is created for a particular purpose only, and endowed with powers to accomplish that purpose, nothing can be done by it or in its name that is not within the intent of its charter. It must indeed act through agents and officers; but if these undertake to do what the corporation is not empowered to do, their action cannot impose a liability upon the corporation. An apt illustration is the case of fraudulent representations made by an officer of a national bank in the sale of railroad bonds on commission. As the bank has no power to make such sales, the fraud is the individual wrong of the officer.' But many torts are unintentional, and

use the damages suffered from a personal tort. Chicago, etc., R. R. Co. v. Dunn, 52 Ill. 260; Hennies v. Vogel, 66 Ill. 401; Chicago, etc., R. R. Co. . Dickson, 67 Ill. 122; Berger v. Jacobs, 21 Mich. 215; Musselman v. Galligher, 32 Iowa, 383; Pancoast v. Burnell, Id. 394; Mewhirter v. Hatten, 42 Iowa, 288; S. C. 20 Am. Rep. 618. In New York it is held that the wife's time in the household still belongs to the husband, and therefore he should sue for an injury which disables her from performing household duties. Brooks v. Schwerin, 54 N. Y. 343. And perhaps it would be held in any of the States that the husband might still sue for the consequential injury to himself. See Mewhirter v. Hatten, 42 Iowa, 288; S. C. 20 Am. Rep. 618.

"The doctrine which was formerly sometimes asserted that an ac

tion will not lie against a corporation for a tort is exploded. The same rule in that respect now applies to corporations as to individuals. They are equally responsible for injuries done in the course of their business by their servants." FIELD, J. Baltimore, etc., R. R. Co. v. Fifth Bapt. Church, 108 U. S., 317, 330. A cemetery association not organized for profit is liable in tort. Donnelly v. Boston, etc., Ass., 15 N. E. Rep. 505 (Mass.) But a corporation for charitable purposes is not liable for an assault by one of its officers upon an inmate. Perry . House of Refuge, 63 Md. 20. See Benton v. Trustees of Boston City Hosp., 140 Mass. 13.

2 Weckler v. First Nat'l. Bank, 43 Md. 581. The general rule that a corporation is not liable for such wrongs by its agents as are beyond the scope of corporate authority, is

arise throngh neglect of agents and servants, while others, though intentional, are committed by agents or servants in the supposed interest of their employers, and under circumstances which may justify them in believing that what they do is fairly *authorized, and a part of their duty under their employ- [*120] ment. To deny redress against the corporation would in

many cases be a denial of all remedy. The rule is now well settled that, while keeping within the apparent scope of corporate powers, corporations have a general capacity to render themselves liable for torts, except for those where the tort consists in the breach of some duty which from its nature could not be imposed upon or discharged by a corporation. The rule of liability embraces not only the negligences and omissions of its officers and agents who are put in charge of or employed in the corporate business, but also all tortious acts which have been authorized by the corporation, or which are done in pursuance of any general or special authority to act in its behalf on the subject to which they relate, or which the corporation has subsequently ratified.' And in deciding upon this liability the disposition of the courts has

recognized in Poulton v. Railway Co., LR 2 Q. B., 534; Edwards v. Railway Co., L. R. 5 C. P. 445; Walker v. S. E. Railway Co., 5 C. P. 640; Allen

Railway Co., L. R. 6 Q. B. 65; Coleman Riches, 16 C. B. 104; Udell. Atherton, 7 H. & N. 172, 181; Isaacs . Third Ave. R. R. Co., 47 N. Y. 122; S. C. 7 Am. Rep. 418; Ill. Cent. R. R. Co. v. Downey, 18 Ill. 259; Little Miami R. R. Co. v. Wetmore, 19 Ohio N. S. 110; Miller v. Burlington, etc., R. R. Co., 8 Neb. 219. But, if the corporation assumes to do unauthorized acts in the course of which a tort is committed, it is liable. So, if a bank, with the knowledge and acquiescence of its directors, is accustomed to take special deposits not authorized by its charter, it is liable for the loss of such a deposit through gross carelessness. "Corporations are liable for every wrong they commit, and in such cases the doctrine of ultra vires has no applica

tion." * * "An action may be maintained against a corporation for its malicious or negligent torts, however foreign they may be to the object of its creation or beyond its granted powers." Nat. Bank v. Graham, 100 U. S. 699. Generally it may be said that a corporation is liable for the consequences of tortious acts done by its authority, though not within the scope of its powers, express, implied or incidental. Central R. R., etc., Co. v. Smith, 76 Ala. 572. See South, etc., R. R. Co., v. Chappell 61 Ala. 527; Alexander v. Relfe, 74 Mo, 495; New York, etc., R. R. Co. v. Haring, 47 N. J. L. 137.

Mayor, etc., of Lyme Regis v. Henley, 1 Bing (N. C.) 222, 240; Smith v. Birmingham Gas Co., 1 Ad. & El. 526; Maund v. Monmouthshire Co., 4 M & G. 452; Eastern R. R. Co. n. Broom, 6 Ex. 314; Goff v. Great Nor. R. R. Co., 3 El. & El. 672; Philadelphia, etc., R. R. Co. v. Quigley 21

been to consider corporate officers, agents and servants as possessing a large and liberal discretion, and to hold the corporation liable for all their acts within the most extensive range of the corporate powers.' This is just to the public, and it is not unreasonable when regarded from the standpoint of the corporation, but will tend to insure greater care and caution in the selection of those who are to be entrusted with corporate affairs. Therefore a corporation may even be liable for an assault and battery, when its agent in committing it was performing some act within the limits of his authority, but wrongfully or with excessive force.'

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*The rule is illustrated by the case of an official report of the corporation, made through its board of direction, in which is embodied a libel on a business rival. Such a libel is a corporate wrong, because the report is a corporate act, and the directors were acting within the scope of their authority in making it. Had the board ordered the publication of any other paper in the supposed interest of the corporation, it would have been equally a corporate act, and a libel contained in it a corporate wrong.

How. 202; Thayer v. Boston, 19 Pick. 511; Monument Nat'l Bk. v. Globe Works, 101 Mass. 57; Sheldon v. Kalamazoo, 24 Mich. 383; Brokaw v. New Jersey, etc., R. R. Co., 32 N. J. 328; Lynch v. Metr. El. Ry. Co., 90 N. Y. 77; Erie City Iron Works v. Barber, 106 Pa. St. 125; Payne v. R. R. Co. 13 Lea, 507. So whether the corporation received any benefit from the act or not. Kansas Lumber Co. v. Central Bank, 34 Kan. 635. So though the particular act was wilful and not directly authorized or even against instructions. Penn., etc. Co. v. Weddle, 100 Ind. 138; Evansville, etc. Co. v. McKee, 99 Ind. 519; Terre Haute, etc. Co. v. Jackson, 81 Ind. 19.

'Redf. on Railways, 3d ed. 510, citing Phil. & Read. R. R. Co. v. Derby, 14 How. 468, 483; Noyes v. Rutland & Burlington R. R. Co., 27 Vt. 110. See Hutchinson v. Western, etc. R. R.

Co., 6 Heisk. 634; Jeffersonville R R
Co. v. Rogers, 38 Ind. 116.

Monument Bank v. Globe Works,
101 Mass. 57; Ramsden v. Boston, etc.,
R. R. Co., 104 Mass. 117; Brokaw .
New Jersey, etc., R. R. Co., 32 N. J.
328; Atlantic, etc. R. R. Co. v. Dunn,
19 Ohio (N. 8.) 162; Passenger R. R.
Co. v. Young, 21 Ohio (N. s.) 518; S.
C. 8 Am. Rep. 78; Baltimore, etc. R.
R. Co. v. Blocher, 27 Md. 277; God-
dard v. Grand Trunk R. R. Co., 57
Me. 202; S. C. 2 Am. Rep. 39; Hanson
v. European, etc. R. R. Co., 62 Me. 81;
S. C. 16 Am. Rep. 404; Higgins .
Watervliet T. & R. Co., 44 N. Y. 23;
S. C. 7 Am. Rep. 293; St. Louis, etc.,
R. R. Co. v. Dalby, 19 Ill. 353; East-
ern Counties R. R. v. Broom, 6 Exch.
314; Frost v. Domestic, etc., Co. 133
Mass. 563; Denver, etc., Co. v. Har-
ris, 122 U. S. 597.
3 Whitfield . Southeastern R. R.
Co., El. Bl. & El. 115, 121; Philadel

If, on the other hand, some servant of the corporation, who supposed he might advance its interests by decrying the business of a rival, were to proceed to do so by communications in the daily press, it is plain that these, though having in view the same purpose which the publication by the official board was meant to accomplish, can in no sense be regarded as corporate acts. They have not the corporate authorization; they are not made within the apparent scope of the servant's duty; and the tort is consequently an individual tort purely and solely, and redress must be sought accordingly.

The same reasons that sustain an action against a corporation for a libel would sustain one for a malicious prosecution; and though the courts of Missouri and Alabama at one time held that no such action would lie,' they have receded from this position' and it is now generally held that such action can be sustained. A corporation may also be liable for false imprison

phia, etc., R. R. Co. v. Quigley, 21 How. 202; Maynard . Fireman's, etc.. Ins. Co., 34 Cal. 48; Aldrich . Press Printing Co., 9 Minn. 133. Corporation liable for the publication of a libel by its agent with its authority. Howe Mach. Co. v. Souder, 58 Ga. 64; Evening Journal Co. v. McDermott, 44 N. J. L. 430; Johnson v. St. Louis Dispatch Co., 2 Mo. App. 565; Samuels v. Evening Mail Ass. 75 N. Y. 604; and for slander uttered against another's business, Lubricating Oil Co. v. Standard Oil Co., 42 Hun, 153. A joint stock company is likewise liable for libel. Van Aernam v. McCune, 32 Hun, 316, and in Dom. Tel. Co. v. Silver, 10 Can. S. C. R. 233, a telegraph company is held liable for its agent's sending a libellous dispatch which was printed in a newspaper where there was a contract by which the agent was to furnish news to the paper. But it has been held that a member of a mutual aid society cannot sue the association as a partnership for slandering him, he being so united with it that there could be no partnership tort which would not

make him a joint tort feasor. Gilbert v. Crystal, etc., Lodge, 4 S. E. Rep. 905 (Ga).

Childs v. Bank of Missouri, 17 Mo. 213; Owsley v. Montgomery, etc., Ꭱ. R. Co., 37 Ala. 560.

Boogher v. Life Ass., 75 Mo. 319; Iron Mt. Bank ». Merc. Bank, 4 Mo. App. 505; Jordan v. Ala., etc., R. R. Co., 74 Ala. 85.

Vance . Erie R. R. Co., 32 N. J. 834; Goodspeed . East Haddam Bank, 32 Conn. 530; Copley v. Sewing Machine Co., 2 Woods, 494; Fenton v. Sewing Machine Co., 9 Phil. (Penn.) 189; Walker v. S. Eastern R. R. Co., L. R. 5 C. P. 640; Edwards v. Midland Ry. Co., L. R. 6 Q. B. D. 287; Williams v. Planters' Ins. Co., 57 Miss. 759; Morton v. Met. Life Ins. Co., 34 Hun, 366; Penn., etc., Co. v. Weddle, 100 Ind. 138; Reed v. Home Savings Bank, 130 Mass. 443. In Maryland it is held that the agent who caused the prosecution must have been expressly authorized so to do either in advance or by subsequent ratification in order to bind the corporation. Carter . Howe Machine

ment, under circumstances corresponding to those which would sustain an action for any other forcible wrong.1

{*122] *A corporation may also be liable for frauds. "Strictly speaking, a corporation cannot itself be guilty of fraud. But where a corporation is formed for the purpose of carrying on a trading or other speculation for profit, such as forming a railway, these objects can only be accomplished through the agency of individuals; and there can be no doubt that if the agents employed conduct themselves fraudulently, so that if they had been acting for private employers the persons for whom they were acting would have been affected by their fraud, the same principles must prevail where the principal under whom the agent acts is a corporation."*

While the agent keeps within the limits of his authority, there is a legal unity between the corporation and its agent, as much when his acts are wrongful and tortious as when they are rightful. And a corporation has even been held responsible for a

Co., 51 Md. 290. In Green v. Omnibus Co., 7 C. B. (N. s.) 290, 302, ERLE, C. J., says: "I take the whole tenor of the authorities to show that an action for a wrong does lie against a corporation, when the act of the corporation-the thing done-is within the purpose of the corporation; and it has been done in such a manner as to constitute what would be an actionable wrong if done by a private indi vidual."

1 Goff v. Great Western R, R. Co., 3 El. & El. 672; Roe v. Birkenhead, etc., R. R. Co., 7 Exch. 36; Frost v. Domestic, etc. Co. 133 Mass. 563; Am. Expr. Co. v. Patterson, 73 Ind. 430; Evansville, etc. Co. v. McKee, 99 Ind. 519; Carter v. Howe Machine Co., 51 Md. 290; Wheeler, etc. Co. v. Boyce, 13 Pac. Rep. 609 (Kan.) The corporation is not liable if what was done by the servants was not in the line of duty. Allen v. London, etc. R. R. Co., L. R. 6 Q. B. 65; Poulton v. London, etc., R. R. Co., 2 Q. B. 534; Edwards v. London, etc., R. R. Co., L. R. 5 C. P. 445. But although they exceed the powers conferred on them

and do what the corporation is not
authorized to do, so long as they are
attempting to do what they believe
pertains to the service, the corpora-
tion is liable. Lynch o. Metr. El. Ry.
Co. 90 N. Y. 77.

2 Ranger o. Great Western R. R.
Co., 5 H. L. Cas. 71, 86,
per Lord
Chancellor CRANWORTH. Houlds-
worth v. Glasgow Bank, L. R., 5 App.
Cas. 317; Weir v. Bell L. R., 3 Exch.
D. 238. And see Barwick . Eng.
Joint Stock Co., L. R. 2 Exch. 258;
Concord Bank v. Gregg, 14 N. H. 331;
Scofield, etc. Co. v. State, 54 Geo. 635;
N. Y., etc. R. R. Co. v. Schuyler, 34
N. Y. 30; Peeples o. Patapscó, etc.
Co., 77 N. C. 233.

3 New Orleans, etc. R. R. Co. v. Bailey, 40 Miss. 395. See Bruff ». Mali, 36 N. Y. 200. A fraud committed by a bank cashier in the usual course of the business of the bank intrusted to him binds the bank. Mackey v. Commercial Bank, L. R., 5 P. C. 394; Fishkill Savings Inst. v. Nat. Bank, 80 N. Y. 162; Craigie v. Hadley, 99 N. Y. 131.

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