§702-228  Liability of persons acting, or
under a duty to act, in behalf of corporations or unincorporated associations. 
(1)  A person is legally accountable for any conduct the person performs or
causes to be performed in the name of a corporation or an unincorporated
association or in its behalf to the same extent as if it were performed in the
person's own name or behalf.



(2)  Whenever a duty to act is imposed by law
upon a corporation or an unincorporated association, any agent of the
corporation or the unincorporated association having primary responsibility for
the discharge of the duty is legally accountable for a reckless omission to
perform the required act to the same extent as if the duty were imposed by law
directly upon the agent.



(3)  When a person is convicted of an offense
by reason of the person's legal accountability for the conduct of a corporation
or of an unincorporated association, the person is subject to the sentence
authorized by law when a natural person is convicted of an offense of the grade
and class involved. [L 1972, c 9, pt of §1; gen ch 1993]



 



COMMENTARY ON §702-228



 



  Subsection (1) invokes the principle generally recognized in
the law of agency that an agent does not escape personal liability merely
because the agent's conduct is on behalf of a principal.  The liability of a
corporation or unincorporated association under §702-227 should have no bearing
on the individual agent's personal liability.  The defendant should not escape
personal liability because the defendant's conduct was on behalf of the
corporation or association which is held liable.  Similarly, if the corporation
or association is not held liable for the agent's conduct (because, for
example, the agent is not of high managerial status and the offense is a felony
which is not so defined as to indicate a legislative purpose to impose such
criminal liability on corporations or associations) the agent should not,
because of this, escape personal liability.



  Subsection (2) permits the imposition of penal liability upon
a corporate or associational agent who, having primary responsibility for the
discharge of a duty imposed by law upon the corporation or association, fails
to perform the required act.  It is intended to avoid the ambiguity which might
arise because, without this provision, it might be argued that the absence of a
specific duty of performance upon the agent makes the agent's omission an
insufficient basis for personal liability.



  Subsection (3) is intended to avoid the problem of equating
the sentence available for a corporate or associational defendant (fine,
revocation of charter or license, etc.) with that which may be imposed on an
individual defendant (imprisonment) accountable for the conduct of a
corporation or unincorporated association.[1]



 



Case Notes



 



  Personal liability of corporate officers.  62 H. 222, 615
P.2d 730.



 



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§702-228 Commentary:



 



1.  See People v. Duncan, 363 Ill. 495, 2 N.E. 2d 705 (1936),
where the court held that imprisonment for the individual defendant was improper
because it could not be imposed on the corporate principal and, furthermore,
imprisonment would be equally improper, for the same reason, to compel payment
of a fine.