Management and Organizational Studies 2275A/B Chapter Notes - Chapter 16: Limited Liability Company, Oppression Remedy, Legal Personality

• School: Western University
• Department: Management and Organizational Studies
• Course: Management and Organizational Studies 2275A/B
• Professor: Philip King

Document Summary

Identification theory: specifies that a corporation is liable when the person committing the wrong is the corporation"s directing mind. Directing minds = highly placed corporate officers. Primary liability when the corporation is the entity that committed the tort in question. Vicarious liability when the tort has been committed by an agent or employee who is not a directing mind of the corporation. Corporation is bound by the actions of the agent only if he is acting within his actual/apparent authority. Pre-incorporation contracts are entered before the corporation has even been created. Governed by federal and provincial corporate law. Permit company to adopt the contract corporation assumes liability on contract. Promoters can avoid liability as long as the contract indicates that the promoter was acting on behalf of the corporation. Corporation is not responsible if the committed act was irrelevant to the directing mind"s position.