MCS16 - MCS*3040 Business Consumer Law Midterm 2 Chapters...

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MCS*3040- Business Consumer Law Midterm 2- Chapters; 23,24,27,20,21,22,13,14,15,16 CHAPTER 16- THE CORPORATE FORM: OPERATIONAL MATTERS Corporate liability - corporation is legal person in eyes of law - rules regarding corporation interactions affects stakeholders, because determines legal consequences of corporate behavior Liability in tort - two distinct types of liability corporation can encounter; primary liability and vicarious liability - primary liability when entity committed tort in question - primary liability issues because corporation can only work through human agents; no mind of its own, or physical existence Identification theory: a theory specifying that a corporation is liable when the person committing the wrong is the corporation’s directing mind. - theory seeks to determine which person/ persons are directing mind of corporation - when person or tort related to business enterprise, conduct is identified with or attributed with corporation; liability therefore direct and not vicarious - normally highly placed corporate officers classified as ‘directing minds, difficult to determine mid-range employee - can be more than one directing mind - vicarious liability when tort committed by agent or employee who is not directing mind of corporation - vicarious liability does not distinguish between natural employer/ principle ; living breathing human being and the artificial ( corporation) - furthermore, the same principle applies for both liability in contract - uses the identification theory to assess liability in contract; but not commonly used in courts - contract liability determined by agency law, agency law determines corporate liability - corporation bound by actions of the agent if agent acting within actual or apparent authority - agent apparent authority can be limited through filing of incorporation documents; specifications of authority; doctrine of constructive notice - doctrine of constructive notice abolished; meaning outsiders can trust apparent authority of agents criminal and regulatory liability criminal liability - criminal liability has same conceptual liability as in tort liability
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- corporation commits crime if person who commits crime was directing mind of corporation and committed it in course of duties and for mostly benefit of corporation directing mind: an individual who exercises decision-making authority in matters of corporate policy. - ‘directing mind’ augmented by amendments to the criminal code regulatory offences - criminal liability under laws of criminal code of Canada as well as statutory enactments related to ; taxation, human rights, pay equity, employment standards, consumer protection, unfair or anti competitive business equity, employment standards consumer protection, occupational health and safety etc - relevant legislation imposes penalties on corporation , sometimes on directors and officers ; includes civil liability for damages regulatory offence: an offence contrary to the public interest - regulatory offence have criminal aspect because involve form of punishable
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This note was uploaded on 02/13/2012 for the course BUS 3040 taught by Professor Lindachiasson during the Winter '11 term at University of Guelph.

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MCS16 - MCS*3040 Business Consumer Law Midterm 2 Chapters...

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