Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/336

 § 339.] THE LAW OF PBIVATE CORPORATIONS. [CHAP. VII. not be held liable for the act, except on principles of acquies- cence and ratification of the employment or transaction which undoubtedly make the decision in the Bissell case correct. 1 § 339. When the tort is committed by an employe on some person between whom and the corporation no con- tractual relations exist, so that the tort causes the violation of no special duty or obligation on the part of the corporation, its responsibility will be governed by the rule expressed as follows in the Kew York case of Mott v. Consumers' Ice Co. : 2 " For the acts of the servant, within the general scope of his employment, while engaged in his master's business, and done with a view to the Liability w 1 1 rii cor- poration is uniler no special obligation to tlie in- jured per- son. 1 See § 275. Nothing in the Bissell case except the actual decision has the sanction of the court. Hutchin- son v. Western and Atlantic It. R. Co., 6 Heisk. (Tenn.) 634; New York, L. E. and W. Ry. Co. i>. Having, 47 N. J. L. 137; and Gruber ». R. R. Co., 92 N. C. 1, are similar to the Bissell case, approve of the phrase objected to in the text, and were de- cided in the same way. Hood v. New York and New Haven R. R. Co., 22 Conn. 502, is contra. In Alexander v. Relfe, 74 Mo. 495, 517, the language of Judge Davis in the Schuyler case, quoted above, is cited approvingly, and a suggestion made that a corporation is not an- swerable for ultra circs contracts, but is for ultra vires torts. The court refers to Cooley on Torts, 119. Judge Cooley, however, says nothing coun- tenancing any such rule. He does say, a corporation "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 on the corporation." And then Judge Cooley refers to Weckler v. First Nat. Bank, 42 Md. 581, cited § 330, and goes on to qualify the sen- tence quoted from him, giving a gen- 316 eral view of the liability of a corpo- ration for torts which in no way supports any proposition like that approved by the Missouri court. "To fix the liability of a corpora- tion for the tortious act of one of its employes, done in obedience to the commands of its officers, the act must be connected with the transaction of the business for which the company was incorporated. If the directors should order an agent to take a per- son out of his house and beat him, the corporation could not be held for the assault and battery; or if the di- rectors of a banking company should purchase a steamboat, and engage in transporting passengers, the corpo- ration would not be liable^ for the misfeasance or non-feasance of agents employed in that business. But if the directors of a corporation having power to hold lands, order an agent to enter on lands and take possession of them for the legitimate uses of the company, his entry, if unlawful, will be the trespass of the corporation." Brokaw v. N. J. R., etc., Co., 32 N. J. L. 328, 332. 2 73 N. Y. 543, 547. Compare Gir- vin v. N. Y. C. & H. R. R. Co., 166 N. Y. 289.