Maynard v. Fireman's Fund Insurance
Before: Currey
Synopsis
Liability op Corporation for Acts op its Directors. — The Directors of a corporation are its chosen representatives, and constitute the corporation, to all purposes of dealing with others. What they do within the scope of the objects and purposes of the corporation, the corporation does. If they do an injury to another, though it necessarily involves in its commission a malicious intent, the corporation must be deemed, by imputation, to be guilty of tho wrong, and ' answerable for it, as an individual would he in such case.
Directors of Corporations.—The Directors or dominant body of a corporation is deemed to be the mind and soul of the corporate entity, and what they do as the representative of the corporation, the corporation itself is deemed to do ; and the manifested motives and intentions of the Directors when a material fact is in issue, are to be imputed to the corporation.
Libel—Liability of Corporations for.—A corporation aggregate has the capacity to compose and publish a libel, and by reason thereof, when done, becomes liable to an action for damages by the person of and concerning whom the words are composed and published.
-’Malice.—Malice, in its legal sense, means a wrongful act, done intentionally, without just cause or excuse.
Liability op Corporation por Acts op its Agents.—A corporation is liable for acts done by its agents in delicto as well as in contractu, in the course of its business and their employment; and the corporation is responsible therefor, as an individual is responsible under similar circumstances.
Liability for Acts op Third Person.—If one of two innocent persons must suffer loss by the act of a third, he who put it in the power of the third person to do such act should be compelled to sustain the loss occasioned by its commission.
Libel by Words not per sc Libelous.—Where, in an action for libel, the words complained of are not per se libelous, what the defendant intended and understood them to mean, and what they were understood to mean by those to whom they were published, constitute a proper subject of averment in pleading and proof on the trial, and if what was so intended and understood by the defendant and understood by those to whom the words were published, was libelous, the words are actionable.
Idem.—Where, in such a case, a complaint only averred a libelous intent and meaning, on the part of the defendant, in the composing and publishing of the words, without averring that they were so understood by those to whom they were published : held, that a demurrer to the complaint, on the ground that the written and published words set forth do not constitute a libel, was properly sustained.
Pleading and Proof.—The rule is, that the allegations and proofs must correspond, and a consequence of the rule is another, which is, that evidence of a fact essential to the support of the action cannot be heard unless it be averred in the complaint.
By the Court, Currey, C. J.: The plaintiff sues the defendant, a corporation, for composing, writing, entering upon its books and publishing, of and concerning the plaintiff, who had immediately prior to the time been in the defendant’s employment, the following words : “ This company, for good and sufficient reasons, has resolved to dismiss D. D. Maynard from its sei’vice.” The plaintiff alleged these words to be a false, scandalous, malicious and defamatory libel, written and published wrongfully and maliciously, by which the defendant intended to have it understood and believed that the plaintiff was dismissed because of dishonesty, want of integrity and ability to perform the duties in which he had been employed, and that he was wholly unfit and unworthy of employment.
The defendant demurred to the complaint on the grounds : First—That an action of libel cannot be maintained against a corporation aggregate. Second—That the written and published words set forth do not constitute a libel.
The Court decided against the demurrer on the first ground stated, but sustained it on the second ground, and thereupon judgment final-was rendered in defendant’s favor.
I. That a corporation aggregate may compose and publish a libel and by reason thereof become liable to an action for damages by the person of and concerning whom the words were composed and published, was decided in the case of Philadelphia, Wilmington and Baltimore Railroad Company v. Quigley, 21 How., U. S., 204. The argument against the possible existence of a cause of action of this kind is: first, that such corporation is a mere legal entity, incapable of malice, which is an essential element of a libel; and second, that a libel composed and published by the Directors and representative agents of a corporation aggregate, is an act ultra vires and, therefore, cannot become a cause of action against the corporation. The case cited is supported by the judgment of the Court of Queen’s Bench in Whitefield v. The Southeastern Railway Company, 96 E. C. L. R. 115, in [53]which it was held that an action for a libel published of and concerning the plaintiff, by order of the defendants, would lie. The Court seemed to yield reluctantly to the authorities which hold that in an action for defamation malice must be alleged, but yielding to the doctrine, said, “ this allegation may be proved by showing that the publication of a libel took place by order of the defendants, and was therefore wrongful, although the defendants had no ill will to the plaintiffs, and did not mean to injure them.” In this instance, the motive, which is, upon principle and authority, an essential ingredient of the wrong, was held to be established by legal intendment, or in other words, was implied from the circumstance of the publication, without just cause or excuse, of the defamatory matter. In Bromage v. Prosser, 4 B. & C. 247, Mr. Justice Bayley, in discussing the proof of malice necessary to support an action of slander, said: “ Malice, in common acceptation, means ill will against a person, but in its legal sense it means a wrongful act,- done intentionally, without just cause or excuse.” The objection to maintaining an action for libel against a corporation rests upon the ground that a corporation is an artificial creation, without a soul or animate body or moral sense, and consequently incapable of the emotions of love and hate; and hence it was very uniformly held, until a recent period, that an action for a wrong, in the constitution of which malice is an essential element, could not be maintained against a corporation aggregate as such.
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