on the credit of the company 1 or to issue commercial paper to bind the company, and a note issued by the superintendent of the company, even though given for things necessary for the use of the mine, would be absolutely void, and its assignment would not operate as an assignment of the debt.3

§ 323. Same - Power to bind company on commercial paper. While the superintendent's authority is limited. to the peculiar duties he is employed to transact for the company, it is generally liable for all authorized acts of the superintendent, within the scope of his employment, or those ratified by the company and for its benefit. But as to commercial paper executed by a superintendent or other agent for a mining corporation, the same rule applies that obtains in the case of other non-trading companies, and in the absence of some authority or adoption of the obligation as that of the corporation it could not be enforced against it.5 The English rule as to cost-book mining companies was that no agent or member of the company could, prima facie, bind the company either by borrowing money, or executing commercial

1 Union Gold Min. Co. v. Rocky Moun. Nat. Bank, 2 Col. 565.

2 Skillman v. Lackman, 23 Cal. 198; Gillig v. Lake Bigler Ry. Co., 2 Nev. 214.

3 Carpenter v. Biggs, 46 Cal. 91. Nor would he have any power to alter a contract made by directors. Lankey v. Succor M. & M. Co., 10 Nev. 17. The general manager of a corporation has no implied power to create or grant a license to mine. Butte &c. Min. Co. v. Mont. Purch. Co., 21 Mont. 539; 55 Pac. Rep. 112.

Herbert v. King, 1 Mont. 475; McCulloh v. Moss, 5 Denio, 566.

5 McCulloh v. Moss, 5 Denio, 566; Blen v. Bear River &c. Min. Co., 20 Cal. 602; Union Min. Co. v. Rocky Mt. Bank, 2 Colo. 248; Hillyer v. Overman S. M. Co., 6 Nev. 51; Schaefer v. Bidwell, 9 Neb. 209.

• Ricketts v. Bennett, 4 C. B. 686; Howtayne v. Bourne, 7 M. & W. 595; German v. Mining Company, 4 DeG., M. & G. 40; MacSwinney, p. 461.

paper,1 as these acts were not germane to the objects of the company; in all such cases the obligation was held to be the personal contract only of the agent. This is, substantially, the same rule, on principle, that obtains as to the commercial paper of mining corporations not authorized, or for the corporate business, and in such cases there is held to be no liability on the part of the corporation. But notwithstanding this general rule, the corporation may, either by its course of dealing, or by custom or express authority or ratification of the act of its agent in issuing commercial paper, render it liable therefor, and as to paper executed for the purposes of the corporation, the courts would enforce it the same as other corporate contracts.4

§ 324. Liability for torts of agents. A corporation, the same as a natural person, is liable for the torts of its agents, which occur within the general scope of their employment, and this, generally, whether the acts result from the negligent, malicious or fraudulent conduct of its agents. The corporation would be liable for such acts of its agents if they were committed either by the express or

1 Brown v. Byers, 16 M. & W. 252; Dickinson v. Valpy, 10 B. & C. 128; MacSwinney, p. 461.

2 Nichols v. Diamond, 9 Exch. 154; Dickinson v. Valpy, 10 B. & C. 128; More v. Charles, 5 E. & B. 978.

3 McCulloh v. Moss, 5 Denio, 566; Union M. Co. v. Bank, 2 Colo. 248. 4 Savage v. Bell, 17 N. J. Ch. 143; Moss v. Oakley, 2 Hill, 265; McCulloh v. Moss, 5 Denio, 566; Gerber v. Stuart, 1 Mont. 172; Shover v. Ocean Mining Co., 20 Cal. 45; Schaefer v. Bidwell, 9 Nev. 209. A corporation that has permitted its agent to buy supplies is liable therefor if the seller had notice of such custom. Van Dusen v. Star Q. M. Co., 36 Cal. 571.

5 See chapter, Trespass. Kielly v. Belcher S. M. Co., 3 Saw. 437. As to wrongfully cutting timber, see Yahoola River M. Co. v. Irby, 40 Ga.

479.

implied authority of the corporation; 1 and where the agent was acting under the general powers conferred on him by the corporation and within the scope of his employment, the corporation would be liable, even though the tortious acts of the agent were not previously authorized, either by express or implied authority, or subsequently ratified by the corporation; 2 and the mistake of the agent in executing the authority conferred by the corporation, if such authority was conferred, could be set up as a defense to relieve the corporation from the liability resulting from the agent's wrongful or tortious conduct.3 The same rule of damages governs, in respect to injuries from the torts of agents of corporations, that would obtain in the case of natural persons, and it is an acknowledged proposition that corporations may be subjected to exemplary or punitive damages for the tortious acts of their agents, done within the general scope of their authority.4 But where punitive damages are allowable against corporations the conditions and circumstances of the defendant are material considerations.5

§ 325. Same Miscellaneous cases. The cases are numerous in which the rule laid down in the above para

1 Ante, idem. "A corporation carrying on the business of mining, is liable for its torts." Kielly v. Belcher S. M. Co., 3 Saw. 437; M. M. D. 55. "A mining corporation directing the cutting of timber on land not its own, is liable in trespass the same as an individual." Yahoola River M. Co. v. Irby, 40 Ga. 479; M. M. D. 55.

2 Stockbridge Iron Co. v. Cone Iron Works, 102 Mass. 80. But as to necessity of knowledge by corporation, see Boston Coal Co. v. Cox, 39 Md. 1.

3 Boone on Cor., Sec. 80 and note.

4 Harris Damages by Corporations, Vol 2, § 976; Berea Stone Co. v. Kraft (a leading case), 31 Ohio, 287; Lake Superior Iron Co. v. Erickson, 39 Mich. 492; Quincy Coal Co. v. Hood, 77 Ill. 68.

5 See Chap. Trespass.

graph has been recognized by the courts, and following are a few of the decisions in which the courts have held the corporation liable either to third parties or fellow-servants for injuries caused by the negligence of its agents. Thus, in Ohio, a corporation was held liable to a servant for an injury caused by the falling of a stone, occasioned by the negligence of a superior servant; 1 in Michigan the representative of a deceased servant who lost his life by reason of the negligence of a contractor, was permitted to recover from the corporation; 2 but in Pennsylvania the representative of a miner killed by an explosion caused by the negligence of a fellow-servant, was not permitted to recover, the court holding that the risks resulting from the negligence of a fellow-servant were ordinary risks of the employment, and were voluntarily assumed by the contract of employment.3 In Illinois, a corporation was held liable for an injury from the breaking of a rope, which the evidence showed contained a latent defect; 4 and so they have been held responsible for injuries from the explosion of a furnace; 5 for an injury caused by falling earth; 6 for an injury received from the negligent use of a cage; 7 and for

1 Berea Stone Co. v. Kraft, 31 Ohio St. 287; citing Little Miama Ry. Co. v. Stevens, 20 Id. 415; Cleveland C. & C. Ry. Co. v. Keary, 3 Ohio St. 201; Whalen v. Mad River & L. E. Ry. Co., 8 Ohio St. 249; P. F. & W. & C. R. Co. v. Devinney, 17 Id. 197.

2 Lake Superior Iron Co. v. Erickson, 39 Mich. 492, and see Harris on Dim. by Cor. (2), § 977, where the author expresses regrets that this rule should not be universally adopted.

3 Lehigh Valley Coal Co. v. Jones, 86 Pa. 432; Wilson v. Merry, L. R. 1 H. L. Sc. Cas. 326; Ardresco Oil Co. v. Gilson, 63 Pa. 146; contra, cases

ante.

Senior v. Ward, 1 El & El. 385; Perry v. Rickets, 55 Ill. 234.

5 McGowan v. LaPlata M. & S. Co., 3 McCreary, 393.

6 Strahbendorf v. Rosenthal, 30 Wis. 674; Hanman v. Coal Co., 156 Mo. 232.

Litchfield Coal Co. v. Taylor, 81 Ill. 590; Durant v. Lexington Coal Mining Co., 97 Mo. 62.

an injury to a passer-by in negligently setting off a blast; 1 but in Colorado, the plaintiff was not permitted to recover for an injury from the breaking of a ladder, the court holding such a risk incidental to the servant's employment, and the corporation not an absolute insurer; 2 and in Iowa a miner was denied the right to hold a corporation for an injury received in repairing a shaft, where it appeared that he was a skilled miner, and had been a long while engaged in the same shaft, the court finding from the evidence that he could have discovered the defect causing the injury by the exercise of reasonable diligence. But, subject to such reasonable exceptions as the above, the corporation is held to a strict responsibility for injuries from its agent's neglect.4

§ 326. Power to remove and disfranchise. - The power to remove officers and disfranchise members for reasonable cause, is incident to the very existence of a corporation and may be exercised, when express authority is given under the charter, by the corporation itself, or by those in whom the power of amotion is reposed by the charter. If an officer, or member of a corporation, is guilty of such an infamous offense that he would be subject to indictment at common law; if he is guilty of an open violation or breach of duty as a member of the company, or if he commits offenses that partake of either or

1 Wright v. Compton, 53 Ind. 337; Taber v. Hutson, 5 Id. 322; Fisher v. Hamilton, 49 Ind. 341.

2 Couter v. Colo. U. Min. Co., 35 Fed. Rep. 41.

3 Money v. Lower Vein Coal Co., 55 Iowa, 671; citing Way v. Ill. Ry. Co., 40 Iowa, 341; Muldowney v. Ill. Cen. Ry. Co., 39 Iowa, 615; Kray v. C, R. I. & P. Ry. Co., 32 Iowa, 357.

4 Cooley Torts, pp. 137, 138.

Beach on Cor., Chaps. 23, 42; Brandenburg v. Jefferson Club, 88 Mo. App. 148.