At 6:46 AM -0500 3/12/05, dhbailey wrote:
Somewhere in that license are several phrases which include words such as "anybody associated with Coda" -- that would include the board members, I would think. So the license which every end user agrees to has already absolved not only the company but individuals associated with the company.
As a corporate principal myself, in a comparatively small way, I wish this were true.
It is not.
Contracts, including (but not limited to) licenses, entered into with a corporation do not provide an impermeable shield against the personal liability of principals.
Incorporation provides a protection against personal liability of the principals for (most of) the debts of the corporation. This is one of the primary reasons for incorporation.
It does not provide a blanket protection against personal liability from malfeasance or maleficence by a corporate officer. This dictate is well established in law and decision. It's only the gnarly edges of what is, and what is not, culpable behavior that is poorly defined.
Gratuitous bizarre scenario:
Bob creates a company to make widgets. It is incorporated and Bob is the president. All customers and transporters of the widgets sign a contract that explicitly states that they are responsible for any accidents or widget malfunctions which occur while the widgets are either in their possession or are being shipped by their designated delivery agents.
By Bob's own authority, and against the recommendation of highly qualified advisors, he makes a change to the widgets' design which makes them highly unstable.
FooCo orders a shipment of widgets to be delivered by BarCo. Both companies sign the contracts described above and proceed with the purchase and transportation of the widgets to FooCo's warehouse.
The widgets, being highly unstable, explode causing the untimely demise of not only the BarCo driver but a busload of nuns and school children.
Bob's company immediately files for bankruptcy protection and most of the corporate officers book flights to Hispaniola with a connecting flight to (apparently) Mars.
Who, or what, is legally responsible for the millions of dollars that it will take to make this yesterday's news?
My bet is that Bob (if he's still around and didn't book all of his ready cash into a Jamaican bank) is going to be living out of a cardboard box when he gets out of prison.
Your suggested lawsuit would be a very interesting test of the end-user license agreements we have all made.
(Sadly perhaps) no. As I see it the only question would be the legal culpability of the principal involved.
-=-Dennis
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