10. Libel and Slander.

[a] An action for libel can be maintained against a corporation. -(Ga. Sup. 1877) Machine Co. v. Souder, 58 Ga. 64;

(Mich. Sup. 1884) Bacon v. Railroad Co., 21 N. W. 324, 55 Mich. 224, 54 Am. Rep. 372;

(Mo. Sup. 1877) Johnson v. Dispatch Co., 65 Mo. 539; (App. 1876) Id., 2 Mo. App. 565;

(N. J. Err. & App. 1882) Association v. McDermott, 44 N. J. Law (15 Vroom) 430, 43 Am. Rep. 392; (Sup. 1881) McDermott v. Association, 43 N. J. Law (14 Vroom) 488, 39 Am. Rep. 606;

(Ohio D. C. 1877) Union Cent. Life Ins. Co. v. Mutual Ben. Life Ins. Co., 5 Ohio Dec. 521, 6 Am. Law Rec. 382, 2 Wkly. Law Bul. 269;

(Tex. Sup. 1889) Railway Co. v. Richmond, 11 S. W. 555, 73 Tex. 568, 4 L. R. A. 280.

[b] (Cal. Sup. 1867) 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,-Maynard v. Insurance Co., 34 Cal. 48, 91 Am. Dec. 672.

[c] (La. Sup. 1875) A corporation may be sued for damages for publishing a libel. Corporations are not incapable of malice such as will warrant an action of tort.-Vinas v. Insurance Co., 27 La. Ann. 367.

[d] (N. Y. Sup. 1886) One corporation may maintain an action against another which slanders its business and represents its product to be of inferior quality.-Buffalo Lubricating Oil Co. v. Standard Oil Co., 42 Hun, 153.

[e] (Ohio D. C. 1877) In an action brought by one insurance company against another for damages because of malicious and libelous advertisements published by its general agents, a corporation should be held to the same accountability for such acts as a natural person.-Union Cent. Life Ins. Co. v. Mutual Ben. Life Ins. Co., 5 Ohio Dec. 521, 6 Am. Law Rec. 382, 2 Wkly. Law Bul. 269.

[f] (Pa. Sup. 1891) A railroad company is not responsible for a libel published of one of its employés by its superintendent, though predicated on the acts of the employé done in the course of his employment.-Henry v. Railroad Co., 21 Atl. 157, 139 Pa. St. 289, 27 Wkly. Notes Cas. 322.

11. Trespass.

[a] Trespass will lie against a corporation.

-(Del. Err. & App. 1839) Whiteman v. Railroad Co., 2 Har. 514, 33 Am. Dec. 411;

(N. Y. Sup. 1848) Hay v. Cohoes Co., 3 Barb. 42.

[b] (Ind. App. 1896) A corporation may be liable for a trespass committed by its agent, as for an intentional trespass, though the board of directors was not aware thereof.-Coke Co. v. Reitz, 43 N. E. 46, 14 Ind. App. 478.

12. Negligence.

[a] Corporations, like natural persons, are liable in damages when they neglect a duty which by law they ought to perform.

-(Pa. Sup. 1849)

(Va. App. 1877)

Railroad v. Hughes, 2 Am. Law J. 85;

City of Petersburg v. Applegarth, 28 Grat. 321. [b] A corporation is equally liable with an individual master for the negligence of its servant.

-(Colo. Sup. 1884) Railroad Co. v. Conway, 5 Pac. 142, 8 Colo. 1, 54 Am. Rep. 537;

(Mo. Sup. 1869) Hilsdorf v. City of St. Louis, 45 Mo. 94, 100 Am. Dec. 352.

[c] (Ga. Sup. 1873) A corporation which permits another company to exercise its franchises and carry on its business is liable for injuries sustained by third persons through the negligence of the persons which it permitted to exercise its franchises.-Railroad Co. v. Mayes, 49 Ga. 355, 15 Am. Rep. 678.

[d] (Ga. Sup. 1883) Since a corporation cannot escape the performance of the duties imposed by its charter, the leasing of its property does not relieve

it from liability for injuries received by third persons through the negligence of the persons operating the property, though they were the servants of the lessee, for in legal contemplation they are as much the servants of the lessor corporation as of the lessee.-Singleton v. Railroad, 70 Ga. 464, 48 Am. Rep. 574.

[e] (Ind. Sup. 1875) A domestic corporation is liable for a penalty imposed on it by statute for its negligence, though the negligence occurred outside the state. Telegraph Co. v. Hamilton, 50 Ind. 181.

[f] (Ind. Sup. 1890) Where plaintiff was injured by falling into a ditch dug in a street, the fact that the ditch was dug by order of one of the directors of defendant gas company, and paid for by the treasurer, does not make the company responsible for its condition, when it does not appear that said director was authorized thereto by the board, and when his act had been repudiated, and the ditch partially filled, by the company, before the accident. -Improvement Co. v. Loehr, 24 N. E. 579, 124 Ind. 79. [g] (Kan. Sup. 1890) Where a railroad company is a stockholder only, in a connecting railroad, it is not liable for the negligence of the connecting railroad.-Railroad Co. v. Cochran, 23 Pac. 151, 43 Kan. 225, 19 Am. St. Rep. 129, 7 L. R. A. 414.

[h] (La. Sup. 1894) A corporation is liable to a servant for negligence respecting duties it is required to perform as master.-Mattise v. Manufacturing Co., 16 South. 400, 46 La. Ann. 1535.

[i] (Mo. Sup. 1876) Where an employé, in the exercise of reasonable care, is injured by the negligence of the superintendent of a company, the company is liable.-Whalen v. Centenary Church, 62 Mo. 326.

[j] (N. J. Sup. 1880) A corporation is liable for injuries to its servant through the negligence of its president in the performance of his duties.— Smith v. Iron Co., 42 N. J. Law (13 Vroom) 467, 36 Am. Rep. 535.

[k] (N. Y. App. 1873) A corporation is liable to an employé for negligence in respect to such acts and duties as it is required to perform as master or principal, without regard to the rank or title of the agent intrusted with their performance.-Flike v. Railroad Co., 53 N. Y. 549, 13 Am. Rep. 545.

13. Fraud and False Representations.

[a] (U. S. C. C. A., Ill., 1897) A corporation, whether private or quasi public, cannot be allowed immunity for participating in a fraud whereby another is compelled to part with his property at less than its value, and it is immaterial whether the participation was the result of action by the directors or by the managing officer.-Breyfogle v. Walsh, 80 Fed. 172, 25 C. C. A. 357.

[b] (Ind. Sup. 1894) Where a corporation receives the fruits of false representations made by its president while transacting its business, it may be made liable therefor, though the representations were not the result of a conspiracy among its officers.-Machine Co. v. McCaffrey, 38 N. E. 208, 139 Ind. 545, 47 Am. St. Rep. 290.

[c] (N. Y. App. 1885) A corporation may be, in a legal sense, guilty of a fraud; the fraud of its officers and agents in the course of the corporate dealings being in law the fraud of the corporation.-Cragie v. Hadley, 1 N. E. 537, 99 N. Y. 131.

[d] (N. Y. Sup. 1863) A corporation is liable for misrepresentations by its agent in respect to matters committed to him, the same as a natural person. -Sharp v. City of New York, 25 How. Prac. 389.

[e] (N. Y. Super. Ct. 1860) A corporation is not liable for the fraud of its transfer clerk in inducing a loan on the faith of false or fraudulent certificates of stock he issued prior to the loan, and transferred on the books of the company without giving new certificates.-Woodruff v. Railroad Co., 18 How. Prac. 419.

[f] (N. C. Sup. 1877) A corporation is not exempt from an action for deceit, to recover damages for false representations, made by its agents, of the character and quality of goods which they are selling upon its behalf.-Peebles v. Guano Co., 77 N. C. 233, 24 Am. Rep. 447.

[g] (Ohio Sup. 1846) It is no defense to a special action on the case for fraud resulting in damage that the fraudulent acts were done in the capacity of corporations.-Bartholomew v. Bentley, 15 Ohio, 659, 45 Am. Dec. 596.

[b] (Pa. Sup. 1884) A manufacturing corporation is charged with the same responsibility to purchasers as natural persons under similar circumstances, for frauds of agents-Iron Works v. Barber, 106 Pa. St. 125, 51 Am. Rep. 508. [i] (Pa. Com. Pl. 1883) Fraud of the officers of a corporation, upon which an attachment is based, will be deemed the fraud of the corporation.-Mechanics' Nat. Bank v. Miners' Bank, 13 Wkly. Notes Cas. 515.

[j] (Pa. Com. Pl. 1886) Where a corporation induced a firm to join it, and to transfer a stock of merchandise to the corporation, by fraudulent representations, the firm is entitled to sue the corporation for damages for fraud.Batroff v. Tobacco Co., 17 Wkly. Notes Cas. 255.

[k] (Tex. Civ. App. 1896) It is no defense to an action against a corporation to recover property obtained by fraud, and for which shares of stock were issued, that the restoration of the property will decrease the value of every share of the stock of the defendant corporation.-Texas Consolidated Compress & Manufacturing Ass'n v. Dublin Compress & Manufacturing Co., 38 S. W. 404. [1] (Wis. Sup. 1869) Fraudulent representations made by a corporation through its officers or agents as to its pecuniary condition constitute ground for avoiding contracts obtained thereby.-McClellan v. Scott, 24 Wis. 81.

14. Conspiracy.

[a] (N. Y. App. 1887) An action may be maintained against a corporation to recover damages caused by a conspiracy.-Buffalo Lubricating Oil Co. v. Standard Oil Co., 12 N. E. 825, 106 N. Y. 669.

[b] (N. Y. Sup. 1880) Where, in an action against a corporation sued with others, it was alleged that the corporation combined and confederated with the other defendants to injure the plaintiff by circulating false and slanderous statements to his injury, with the view of compelling him to become a subscriber to the publications of the corporation defendants, in pursuance of which combination the slanderous words were uttered by the other defendants, held, upon demurrer, that a cause of action was alleged against the corporation.-Dodge v. Bradstreet Co., 59 How. Prac. 104.

[c] (Wis. Sup. 1899) A corporation may be held liable as a party to a conspiracy to defraud in a transaction outside the scope of its charter, and a complaint against it and its co-conspirators to enforce such liability, charging that the corporation and its co-defendants made and consummated the fraudulent agreement, is not defective on demurrer for want of allegations as to who acted for the corporation in making such agreement, and as to special authority having been given by its governing body in regard to the subject. -Zine Carbonate Co. v. First Nat. Bank, 79 N. W. 229.

15. Ratification.

[a] (N. Y. Super. Ct. 1859) Where property has been wrongfully converted for the benefit of a corporation, and the corporation adopts the wrong by taking the proceeds of such conversion, it is liable.-Thomson v. Bank, 18 N. Y. Super. Ct. (5 Bosw.) 293.

[b] (Ohio Super. 1890) When the secretary of a corporation fraudulently made overissues of its stock, and the fraud was not discovered till the day after his death, and it took an expert bookkeeper two months to carefully examine the books and discover the extent of the fraudulent issue, the silence of the corporation pending such investigation was not a ratification of the fraud, as the corporation was not bound to make a premature explanation calculated to injure the value of its genuine stock, and the defendants who lent money on the fraudulent stock could not have taken any steps meanwhile, the estate of the secretary being in the hands of his administrator.-Cincinnati, N. O. & T. P. Ry. Co. v. Citizens' Nat. Bank, 24 Wkly. Law Bul. 198.

[c] (Pa. Sup. 1856) The managers of a railroad company are presumed to know as much about the conduct of their agents as is known to everybody else; and if they know that their agents were accustomed to pay out illegal notes in making change to passengers, this is an approval of the acts done, and the corporation is responsible.-Commonwealth v. Ohio & P. R. Co., 1 Grant, Cas.

329.

[d] (Tex. Civ. App. 1896) A corporation, by accepting the benefits of contracts procured by the fraudulent representations of its officers or agents act39 C.C.A.-2

ing without the scope of their authority, renders itself liable for the fraud.— Texas Consolidated Compress & Manufacturing Ass'n v. Dublin Compress & Manufacturing Co., 38 S. W. 404.

[e] (Wis. Sup. 1877) A verified complaint, duly served, in an action against a railroad corporation by a passenger containing a statement of the wrongs inflicted upon him by the company's servant, is notice to the corporation of the latter's misconduct, so that the fact of the retention of the servant in its *employment thereafter may be put in evidence to show a ratification of his act.-Bass v. Railway Co., 42 Wis. 654, 24 Am. Rep. 437.

16. Liability for Exemplary or Punitive Damages.

[a] A corporation, as well as a private person, may incur liability to punitive damages for the wrongful acts of its servants.

-Ala. Sup. 1888) Bank v. Eborn, 4 South. 386, 84 Ala. 529;

(Ill. Sup. 1877) Manufacturing Co. v. Holdfodt, 86 Ill. 455, 29 Am. Rep. 43; (Ky. App. 1860) Bowler v. Lane, 60 Ky. (3 Metc.) 311;

(Me. Sup. 1869)

Goddard v. Railway, 57 Me. 202, 2 Am. Rep. 39; (1873) Hanson v. Railroad Co., 62 Me. 84, 16 Am. Rep. 404;

(Miss. Sup. 1866) Railroad Co. v. Bailey, 40 Miss. 395;

(Mo. Sup. 1874) Malecek v. Railway Co., 57 Mo. 17; (1875) Doss v. Railroad Co., 59 Mo. 27, 21 Am. Rep. 371;

(N. H. Sup. 1857)

(N. Y. App. 1872)

Hopkins v. Railroad, 36 N. H. 9, 72 Am. Dec. 287; Caldwell v. Steamboat Co., 47 N. Y. 282; (1874) Cleghorn v. Railroad Co., 56 N. Y. 44, 15 Am. Rep. 375; (Sup. 1876) Samuels v. Association, 9 Hun, 288;

(Ohio Sup. 1869) Railroad Co. v. Slusser, 19 Ohio St. 157; Railway Co. v. Dunn, Id. 162, 2 Am. Rep. 382;

(S. C. Sup. 1872) Palmer v. Railroad Co., 3 S. C. (3 Rich.) 580;

(Tenn. Sup. 1874) Haley v. Railroad Co., 66 Tenn. (7 Baxt.) 239; (1881) Railroad Co. v. Garrett, 76 Tenn. (8 Lea) 438, 41 Am. Rep. 640.

[b] Corporations are liable for exemplary damages in actions of tort in the same manner and to the same extent as natural persons.

-(Colo. Sup. 1873) Telegraph Co. v. Eyser, 2 Colo. 141;

(N. Y. Super. Ct. 1872) Hamilton v. Railroad Co., 44 How. Prac. 294; (Tex. Sup. 1876) Hays v. Railroad Co., 46 Tex. 272.

[c] (Conn. Sup. 1899) Private corporations, as well as individuals, may, for their own acts, become liable in punitive damages. Maisenbacker v. Society, 42 Atl. 67, 71 Conn. 369.

[d] (Ga. Sup. 1877) Exemplary damages may be awarded against a corporation for the tortious act of its servant, if the act be committed in the business of the company and within the scope of the servant's employment, and be such as would subject the servant, had he been sued as principal, to exemplary or vindictive damages.-Gasway v. Railroad Co., 58 Ga. 216.

[e] (Me. Sup. 1869) A corporation is liable for exemplary damages for a gross insult perpetrated by its employé on its patron, while engaged in the performance of his duties, where it continues to keep him in its employ after being informed of his misconduct.-Goddard v. Railway, 57 Me. 202, 10 Am. Law Reg. (N. S.) 17, 2 Am. Rep. 39.

[f] (Md. Sup. 1876) In an action against a corporation for a malicious personal injury by one of its employés, where the unlawful act was deliberately and forcibly done, plaintiff is entitled to such exemplary damages as, in the sound discretion of the jury, they consider a proper punishment for its conduct, acting through its agents.-Turnpike Road v. Boone, 45 Md. 344.

[g] (Miss. Sup. 1897) Under the laws of Illinois, a sleeping-car company may be liable to vindictive damages for injuries inflicted by its porter while ostensibly discharging duties within the scope of the corporate purposes of the company.-Car Co. v. Lawrence, 22 South. 53, 74 Miss. 782.

[h] (Mo. Sup. 1874) As a general rule, a corporation cannot be compelled to pay exemplary damages for the wrong of its agent if it be neither ratified nor authorized; but slight acts of ratification will be sufficient to authorize such damages.-Perkins v. Railroad Co., 55 Mo. 201.

[i] (Mo. App. 1877) The fact that a servant of a corporation, by whose act the plaintiff was injured, was retained in its employment, does not constitute

assuming or ratifying his act in such sense as to make it the intentional act of the corporation within the rule that, for an intentional wrong, exemplary damages may be given.-Edelmann v. Transfer Co., 3 Mo. App. 503.

[j] (N. Y. Sup. 1897) In New York a corporation is liable in exemplary damages for the willful or malicious acts of its agents only where the acts were within the scope of the employment, and were previously authorized or were subsequently ratified.-Kutner v. Fargo, 45 N. Y. Supp. 753, 20 Misc. Rep. 207. [k] (Tenn. Sup. 1881) In an action against a corporation to recover for the tortious act of its servant, punitive damages may be given where the servant's act was in the strict line of his duty, and done without justification, or in a wrongful or careless manner.-Railroad v. Garrett, 76 Tenn. (8 Lea) 438, 41 Am. Rep. 640.

[1] (Tex. Sup. 1876) Any liability of a railroad company for exemplary damages for wrongful acts of its agents must be limited to cases where there has been negligence, on the part of the company, in selecting or instructing the agent, or where the wrongful act has been ratified.-Hays v. Railroad Co., 46 Tex. 272.

[m] (Tex. Sup. 1882) A corporation which ratifies or accepts the unauthorized malicious acts of its agents is liable in exemplary damages.-Railway Co. v. Donahoe, 56 Tex. 162.

[n] (Tex. Sup. 1887) A telephone company brought an action against defendant for a malicious and oppressive trespass committed by destroying its telephone line. Held, that the fact that plaintiff was a corporation was no objection to its claim for exemplary damages.-International & G. N. R. Co. v. Telephone & Telegraph Co., 5 S. W. 517, 69 Tex. 277.

(98 Fed. 222.)

MERCHANTS' INS. CO. OF NEWARK, N. J., v. BUCKNER et al. (Circuit Court of Appeals, Sixth Circuit. November 13, 1899.)

No. 703.

1. BILLS OF EXCEPTIONS-ALLOWANCE AT SUBSEQUENT TERM.

Where a motion for a new trial is duly filed, but not acted upon, at the trial term, but the court, by its order staying execution, manifests its purpose to keep control of the judgment until the motion is determined, a bill of exceptions may be settled and filed at a succeeding term, at which the motion is disposed of, or within such time as the court may then allow. 2. LIBEL AND SLANDER-DISTINCTION BETWEEN-ACTIONABLE LIBEL.

Entirely different rules govern actions for libel and slander, and words which do not technically charge a criminal offense, and, if spoken, would not be actionable without allegation and proof of special damages, are libelous and actionable per se when written cr printed and published, where they seriously reflect upon the character and integrity of the person of whom they are written, and tend to subject him to loss of public confidence and respect.

3. SAME-WORDS LIBELOUS PER SE.

A letter, written and mailed, on behalf of defendant, a corporation, by one of its managing officers, and published by the recipient, stating that "we feel that the firm of [plaintiffs] are withholding money collected for and belonging to this company, and that the criminal laws provide for their action," and that the company has demanded the payment by plaintiffs of the "amount they robbed of company funds in their possession," constitutes a libel, and is actionable per se.

4. SAME-LETTER CONTAINING LIBELOUS MATTER LIABILITY OF WRITER FOR PUBLICATION.

One who writes and mails a letter containing libelous matter is responsible for such subsequent publication of the libel as is the natural and probable consequence of his own act in putting the letter in circulation.