34 Cal. 48 | Cal. | 1867
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
In Goodspeed v. The East Haddam Bank, 22 Conn. ^fiSfifan action on the case for a malicious prosecution was held to lie against the defendant, a corporation. Ho principle of law is better settled than that malice is an essential ingredient in an action for malicious prosecution, which must, to sustain the action, be established in some mode sanctioned by the law on the subject. In the case here cited the defendant claimed that the remedy for the injury should be sought against the Directors of the bank, or the individuals, whoever they might have been, by whose agency the malicious
The Directors or dominant body of the corporation is , deemed to be the mind and soul of the corporate entity, and j what they may do as the representative of the corporation j the corporation itself must be deemed to do, and the motives and intentions of the Directors, manifested when a material fact in issue, are to be imputed to the corporation itself.
In Goodspeecl v. The East Saddam Bank, the Court say:
“ The .objection to the remedy of the plaintiff against the bank, in its corporate capacity, is not so much that as a corporation it cannot be made responsible for torts committed by its Directors, as that it cannot be subjected for that species of tort which essentially consists in motive and intention. The claim is, that as a corporation is ideal only, it cannot act from malice, and therefore cannot commence and prosecute a malicious or vexatious suit. This syllogism or reasoning might have been very satisfactory to the school-men of former days; more so, we think, than to the jurist who seeks to discover a reasonable and appropriate remedy for every wrong. To say that a corporation cannot have motives and act from motives is to deny the evidence of our senses when we see them thus acting and effecting thereby results of the greatest importance every day. And if they can have any motive, they can have a bad one; they can intend to do evil as well as good. If the act done is a corporate one, so must the motive and intention be.” (22 Conn. 542.) In exposition of this doctrine the Court, in the same opinion, say: “ ¥e do not know that it has ever been adjudged that a corporation is civilly liable for a libel. But among the great variety and objects of these institutions it is probable that the newspaper press has come in for its share of the privileges supposed to be enjoyed under corporate powers. Proof of the falsehood of slanderous charges is evidence of malice, and which must, as in this case, be proved. But would it be endured that an association incor*56 porated for the purpose suggested could with impunity assail the character and break down the peace and happiness of the good and virtuous, and the law afford no remedy except by a resort to insolvent and irresponsible type-setters, and for no better reason than that a corporation is only an ideal something, of which malice or intention cannot be predicated ?”
The Supreme Court of Michigan, in the recent case of The Daily Post Company v. McArthur, held a corporation for the publication of a newspaper liable for a libel published in its paper. (7 Am. Law Register, N. S., 462.)
The claim for immunity to associations of men constituting bodies corporate, is that corporations are mere legal entities which can only be conceived of and apprehended as existing in abstract contemplation ; and that being mere legal entities, they are utterly incapable of malevolence, and are without the power to will good or evil. If it be conceded that a corporation in its nature and essence exists in idea only, it must be admitted that in its manifested power there is always to be recognized the guiding and controlling hand of human intelligence, which is the agency by means whereof its purposes are carried into effect.
It is argued that a corporation with certain defined powers and privileges, and no implied powers, cannot do a wrong of the nature of that complained of, because the commission of such wrong by the representative authority of the body politic and corporate is not within the scope of the objects and purposes of the corporation, and therefore the stockholders, who may have had no malice toward the plaintiff and no immediate agency in the publication of the alleged libel, should not be required to respond in damages for the wrong done by the Directors. This argument carried to every legitimate consequence would result in entire immunity to a corporation for all wrongs which might be committed by its officers, agents and servants; because the objects and purposes of a corporation, ascertained from the organic law of 1 its being, do not embrace the right and privilege of commit
H. The plaintiff alleged in his complaint that he had the character of an honest and upright citizen, and had acquired the reputation of possessing excellent business qualifications as solicitor and agent for insurance companies, and was employed by the defendant in that business from early in March, 1865, until the latter part of August, 1866, when he was discharged from the defendant’s service. He further alleged that he did his duty faithfully while in the defend
, It is not pretended that the words complained of as a libel are so per se, for in themselves they cannot be said to import anything of a defamatory character concerning the plaintiff.
' "What the defendent intended and understood them to mean, * - and what they were understood by those to whom they were published to mean, may be a proper subject of averment
The complaint does not aver that those who were furnished with the resolution or a copy of it read it, or that if they did they understood it to impute to the plaintiff want of honesty or business capacity. The rule is that the allegations and proofs must correspond, and the consequence of the rule is another, which is, that evidence of a matter or fact essential to the support of the action cannot be heard unless the complaint or other proper pleading contains an averment of such essential matter or fact. Upon the subject of showing by pleading what was intended by the alleged libelous words and in what sense they were understood by those to whom they were published, we may, in addition to the case cited, refer to Goodrich v. Woolcott, 3 Cow. 239; Andrews v. Woodmansee, 15 Wend. 234; Gibson v. Williams, 4 Wend. 320; Dexter v. Taber, 12 John. 239; and Peake v. Oldham, 1 Cow. 275. All these authorities bear more or less upon the questions considered, and may be read with profit by those who are interested in mastering this branch of the law.
We are of the opinion the demurrer was properly sustained and that the judgment should be-affirmed.
Judgment affirmed.
Mr. Justice Shaeter, being disqualified by interest, did not participate in the decision of this case.
Mr. Justice Sanderson expressed no opinion.