5.62 - I. As Applied In New York And Other Jurisdictions

• Jurisdiction: New York

I. As Applied in New York and Other Jurisdictions

New York’s Penal Law introduces all its crime definitions with “a person is guilty of” and § 10.00(7) defines a corporation as a “person.” For strict liability statutes the state follows Supreme Court pronouncements⁹⁷² in rejecting the argument “that a corporation cannot commit the crime of larceny as it is impossible for a corporation as such to have intent to steal or misappropriate property.”⁹⁷³

This is the law for corporations whose servants violate positive prohibitions or commands of statutes regarding corporate acts. Such offenses do not necessarily embody the elements of intent to commit a crime. The corporation would be guilty of the violation in many instances irrespective of intent or knowledge.⁹⁷⁴

However, crimes requiring mens rea present a nuanced difference from the highest courts’ perspective.

The mere knowledge and intent of the agent of the servant to steal would not be sufficient in and of itself to make the corporation guilty. While a corporation may be guilty of larceny, may be guilty of the intent to steal, the evidence must go further than in the cases involving solely the violation of prohibitive statutes. The intent must be the intent of the corporation and not merely that of the agent. How this intent may be proved or in what cases it becomes evident depends entirely upon the circumstances of each case. Probably no general rule applicable to all situations could be stated. ⁹⁷⁵

Cases from other jurisdictions echo this general rule. “[K]nowledge of employees and agents of the corporation is attributable to the corporation, and . . . their acts may amount to wilfulness on the part of the corporation.”⁹⁷⁶ Corporations may be found guilty “only if the evidence shows that each, acting through its human agents, deliberately did . . . acts, that is, with the corporation ‘knowing’ that they were being done for it. Inquiry along this line brings us face-to-face with the everyday problem of imputing knowledge to a corporation.”⁹⁷⁷ Then again, it has been stated that a corporation may be held liable for the acts of its menial employees, even those who violate their corporate instructions.

They are a recognition that law as a useful tool must accommodate pure theoretical logic to the demands of common sense. Consequently, while it was perhaps long in coming, it is now almost ancient law that despite these conceptual, logical difficulties, a corporation acting through human agents has the legal capacity to do wrong as well as right. ⁹⁷⁸

Some humor and puzzlement illustrate the cross-fertilization of anthropomorphics with suspension of reality’s laws. A corporation was charged with an unlawful payoff of $4,500.⁹⁷⁹ Another accusation charged that human and corporate defendants “did willfully and knowingly present and cause to be presented . . . a certain . . . false . . . claim.”⁹⁸⁰ The Atlantic Richfield Company was placed on probation, but without a provision requiring it clean up an oil spill. A corporation may be convicted of conspiring to sell liquor to the Indians, or conspire to commit espionage.⁹⁸¹ A cheap paint job was the subject of an indictment against a corporation and its officers for “unlawfully, willfully and knowingly, [conspiring] and [agreeing] together and with each other, and with divers other persons . . . to defraud the United States, by applying only one coat of paint and in some instances failing to apply any paint to the metal work.”⁹⁸² Gun running was involved where a corporation was charged with making false entries on an “ATF Form 4473” in connection with sales to foreigners.⁹⁸³ A corporation’s conviction was affirmed despite the fact that its agents were acquitted.⁹⁸⁴ The Superior Court’s Trial Lawyers Association was found to have conspired to engage in horizontal price fixing in violation of...