Art. 11. Private Corporations. the above rule, as such a sale is not within the scope of the partnership business. Chamberlin v. Prior, 2 Keyes, 539, 1 Abb. Dec. 24. See, generally, Bates' Law of Partnership, § 464; Lindley on Partnership, 298; Parsons on Partnership, 150. Laws of 1897, chap. 420, § 6, being chapter 51 of the General Laws, provides that every general partner is liable to third persons for all the obligations of the partnership jointly and severally with his general copartners. ARTICLE XI. PRIVATE CORPORATIONS. At one time the fact that a corporation was a fictitious person was looked upon as an obstacle to holding such a party liable for torts. The theory seems to have been not that the corporation was incapable of doing wrong, but that it was not amenable to process. Bigelow on Torts, § 73; Pollock on Torts, 68. Liability of corporations in tort may properly and logically be determined by the application of the law in relation to master and servant. The old idea that a corporation, being an artificial person created by a sovereign, and endowed with certain powers, and none other, could not commit an actionable tort, has long since been abandoned. To-day a corporation is liable for its wrongful acts to the same extent and under the same circumstances as a natural person. Erwin "Cases on Torts," 91; Life & Fire Ins. Co. v. Mechanics' Fire Ins. Co., 7 Wend. 31. A corporation is liable to the same extent and under the same circumstances as a natural person for the consequences of its wrongful acts, and for the acts and negligence of agents, while engaged as such. 2 Wait's Actions and Defenses, 337, citing N. Y. & N. H. R. R. Co. v. Schuyler, 34 N. Y. 30; Titus v. President, etc., Western Turnpike Co., 61 id. 237. The National Bank v. Graham, 100 U. S. 699, Justice Swayne, in the prevailing opinion, says: "Corporations are liable for every wrong they commit. They are liable for the acts of their servants while engaged in the business of their principal in the same manner and to the same extent that individuals are liable under like circumstances." He adds, citing numerous authorities: "An action may be maintained against a corporation for its malicious or negligent torts, however foreign they may be to the object of Art. 11. Private Corporations. its creation or beyond its granted powers. It may be sued for assault and battery, for fraud and deceit, for false imprisonment, for malicious prosecution, for nuisance, and for libel. In certain cases it may be indicted for misfeasance or nonfeasance touching duties imposed upon it in which the public are interested. Its offenses may be such as will forfeit its existence." In Denver & Rio Grande Ry. v. Harris, 122 U. S. 597, it is held that a corporation is liable in a civil action for torts committed by its servants and done by its authority, whether express or implied; it is also held that punitive damages may be awarded if it appears that the defendant's officers and servants, in an illegal assault and battery, wantonly disturbed the peace of the community and endangered life. Citing authorities. Corporations are civilly responsible for all torts which work injury to others by acts of omission or commission. Goodspeed v. East Haddam Bank, 22 Conn. 530; Beach v. Fulton Bank, 7 Cow. 509; Dater v. Troy Turnpike Co., 2 Hill, 630. The liability of a corporation for wrongful acts of its officers is determined by an application of the general rules of law that govern the relations of principal and agent as developed and applied to corporations acting solely through such agencies. Jarvis v. Manhattan Beach Co., 148 N. Y. 652, and cases cited. It is said in New York & New Haven R. R. Co. v. Schuyler et al., 34 N. Y. 30 (49): "Another important legal proposition in the case is so clear upon principle, and so distinctly settled by authority, that nothing but confusion can flow from its discussion. It will bear no more than plain enunciation. A corporation is liable to the same extent and under the same circumstances as a natural person for the consequences of its wrongful acts, and will be held to respond in a civil action at the suit of an injured party for every grade and description of forcible, malicious, or negligent tort or wrong which it commits, however foreign to its nature or beyond its granted powers the wrongful transaction or act may be." In Fishkill Savings Institution v. National Bank of Fishkill, 80 N. Y. 162, an action for conversion, it was held that a corporation is liable for its wrongful acts and omissions and for the acts of its agents, while engaged in the business of their agency, to the same extent and under the same circumstances as natural persons. Affirming 19 Hun, 354. Art. 11. Private Corporations. A corporation may sue or be sued for libel, Lubricating Oil Co. v. Standard Oil Co., 42 Hun, 153; for false imprisonment, Lynch v. Metropolitan R. R. Co., 90 N. Y. 77; for malicious prosecution, Morton v. Metropolitan Life Ins. Co., 34 Hun, 366, affirmed on opinion below, 103 N. Y. 645; Scott v. Dennett Surpassing Coffee Co., 51 App. Div. 321, 64 N. Y. Supp. 1016; Willard v. Holmes, 142 N. Y. 492; for conspiracy, Buffalo Lubricating Oil Co. v. Standard Oil Co., 106 N. Y. 669; for fraud and deceit, Cragie v. Hadley, 99 N. Y. 131, where it is said that there is more difficulty in showing a fraud against a corporation than against an individual; that this arises from the difficulty in many cases of determining whether the fraud charged is imputable to the corporation, but that "in its relation to the public it is represented by its officers and agents, and their fraud in the course of the corporate dealings is, in law, the fraud of the corporation." In Morton v. Metropolitan Life Ins. Co., 34 Hun, 366, it is said in the opinion that actions for libel, for assault and battery, and for trespass have been successfully prosecuted against corporations and a recovery upheld by the courts. It seems a corporation cannot be held under this rule for slanderous words uttered by one of its officers or agents - citing Townshend on Slander and Libel, and Odgers on Libel and Slander; that a corporation cannot be guilty of slander, that it has not the capacity for committing that wrong, even though the officer uttering the slanderous words be acting honestly for the benefit of the company, and within the scope of his duties, unless it can be proved that the corporation expressly ordered and directed the officer to say those words, since a slander is a voluntary tortious act of the speaker. Eichner v. Bowery Bank, 24 App. Div. 63, 48 N. Y. Supp. 978. The law supposes that a corporation promises or undertakes to do its duty, and subjects it to answer in a proper action for its defaults, whether of nonfeasance or misfeasance. McEntee v. Kingston Water Co., 165 N. Y. 27 (32), citing Bank of Columbia v. Patterson, 7 Cranch, 290, 306, opinion of Mr. Justice Story, that when a corporation is acting within the scope of the legitimate purposes of its business, all duties imposed upon it by law may be enforced by action. 8 Art. 12. Municipal and Quasi-Municipal Corporations. 2. Distinction between municipal and quasi-mu- 114 Authorities on Liability of Municipal Corporations. The vexed questions presented by liability of municipal corporations upon contracts and for torts has given rise to several valuable treatises on the subject. Foremost among the number is the work of Judge Dillon, which reached its fourth edition in 1890, and is recognized as easily the leading authority. Beach Commentaries on the Law of Public Corporations was published in 1893, followed by Tiedman on Municipal Corporations in 1894. Williams on the Liability of Municipal Corporations for Tort was published in 1901. The most recent work is in two volumes, Smith on the Modern Law of Municipal Corporations, 1903. Jones on Negligence of Municipal Corporations is, as appears by its title, restricted to the liability of such corporations relative to a single branch of the law of torts. SUBDIVISION 2. Distinction Between Municipal and Quasi-Municipal Corporations. Judge Dillon says (§ 26), that there is a marked line of distinction between the liability of a quasi-municipal and a municipal corporation; hence it is necessary to consider the difference in character between the two public corporations thus designated. Counties, towns, and school districts, as well as the State itself, are said to be quasi-corporations. Williams, § 2; Tiedman, 88 4, 5. Quasi-corporations are territorially and politically sections of Art. 12. Municipal and Quasi-Municipal Corporations. the State solely for public and governmental purposes. They are simply the agencies or auxiliaries that the State has established for the purpose of aiding in the general administration of the State government. Williams, § 3. A municipal corporation is, as its name implies, an incorporation, or body politic, created by an act of law as an instrument of government over a particular community, and over the people located there. In its corporate capacity it is authorized to exercise specific subordinate powers of legislation and regulation with respect to local and internal concerns. This power of local government is a distinguishing feature of the municipal corporation. proper. It is to be distinguished from counties and other subdivisions of the State in that the county is simply a territorial subdivision of the State government, and subject to the special control of such State government in the administration of all of its affairs. Tiedman, § 3; Dillon on Municipal Corporations, § 20. The main distinction between corporations, like counties, and municipal corporations proper, such as cities, seems to be the absence of an act of incorporation in the case of towns and counties, so that they are only quasi-corporations. Tiedman, § 3. This subject is fully treated, and this class of corporations classified and distinguished. Dillon, §§ 18-31. There are two classes of public corporations known to the common law as quasi-corporations and municipal corporations, respectively, subdivisions of State territory, such as counties, townships, school districts, and like bodies created by the legislature for public purposes, and which are simply agencies or auxiliaries that the State has established for the purpose of aiding in the general administration of the State government; such corporations are not amenable at the suit of an individual for wrongs or for misfeasance or nonfeasance in the performance of duties cast upon them, unless the liability is expressly created by statute. They are corporations of the very lowest grade and invested with the simplest amount of power. Municipal corporations so called at common law including cities and villages, are not simply local branches of the State government, but have greater powers and duties. Their liability is much greater than that of the quasi-corporation; they have more extensive powers and privileges, and represent their inhabitants in a much wider sense, performing duties that pertain to the exercise of private franchises, powers, |