Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/340

 § 344.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VII. it related were beyond the scope of the express and implied authority of the agents ; in which case it will not be liable. 1 Likewise an action for false imprisonment,'- or for malicious prosecution, will lie against a corporation, provided the prose- cution was authorized or ratified by the corporation, or was instituted by some officer or agent acting within the scope of his authority or the course of his employment. 3 § 343. The second ride — that the corporation is responsible for a tort committed in the course of the tort-feasor's rule. Lia- employment by the corporation — is of a tenor similar Kgon ieSt " to tnat of the first rule, but applies to the torts of em- course of ployes and servants, rather than to those of officers tort- if "is- and agents. Employes and servants have, properly speaking, no authority to represent the corporation or to contract for it. Hence, the course of their employment is all-important in determining the liability of the corporation for their torts. § 344. A corporation, as, for instance, a railroad company, is or's em- ployment. patch Co., 2 Mo. App. 565 ; cf. Behre c. National Cash Register Co., 100 Ga. 213. The communications of an officer to the members of the corporation in the course of his duty are privi- leged. But this privilege does not extend to the presentation of a re- port and evidence in the permanent form of a book for distribution among the persons belonging to the corporation, and members of the community. Exemplary damages, however, should not be allowed when there is no evidence of malice. Phila- delphia, etc., R. R. Co. v. Quigley, 21 How. 202. On the question of privi- lege, see, also, Lawless v. Anglo- Egyptian Co., L. R. 4 Q. B. 2(52. 1 Southern Express Co. v. Fitzner, 59 Miss. 581. 2 Lynch v. Metropolitan Elevated R. R. Co., 90 N. Y. 77. Miss. 759; Reed v. Home Savings Bank. 130 Mass. 443; Woodward v. 320 St. Louis, etc., Ry. Co., 85 Mo. 142; Willard v. Holmes, 142 N. Y. 492; Wheeler, etc., Co. v. Boyce, 36 Kan. 350; Copley v. Grover & Baker S'g M. Co., 2 Woods, 494; Carter v. Howe Machine Co., 51 Md. 290; Turnpike Road v. Green, 86 Md. 161; Jordan v. Alabama, G. S. R. R. Co., 74 Ala. 85, overruling Owsley v. Montgomery, etc., R. R. Co., 37 Ala. 560; and South and North Ala. R. R. Co. v. Chappell, 61 Ala. 527; see Ricord v. Central Pac. R. R. Co., 15 Nev. 167; Good- speed i EastHaddam Bank, 22 Conn. 530; Wheless v. Second Nat. Bk., 1 Baxt. (Tenn.) 469; Lovick v. Atl. Coast Line R. R. Co., 129 N. C. 427. A corporation may be punished by fine for contempt, for publishing matter, pending a trial, not compe- tent, and not introduced at the trial, and of such a nature that it might improperly influence the justice and the jury in the determination of the cause. Telegram Newspaper Co. V. Comra., 172 Mass. 294.
 * Williams p. Planter's Ins. Co., 57