1943 (11) TMI 11 - DSC - Companies Law

Corporate Criminal Liability: Intent of Agents Imputed to Body Corporate

Director of Public Prosecutions Versus Kent & Sussex Contractors Ltd.

The court determined that a body corporate could be found guilty of criminal offenses requiring mens rea if the intent or knowledge of its agents could be ... Company – Incorporation of Issues Involved:1. Whether a body corporate can be guilty of criminal offences requiring mens rea.2. Whether the respondent company and its officer can be held liable for producing a false return with intent to deceive under the Defence (General) Regulations, 1939.Issue-wise Detailed Analysis:1. Whether a body corporate can be guilty of criminal offences requiring mens rea:The respondents were charged under the Defence (General) Regulations, 1939, specifically regulations 82(1) and 82(2). The primary legal question was whether a body corporate could be found guilty of offences that require an act of will or state of mind, such as intent to deceive. The magistrates initially accepted the respondents' contention that a corporate body could not possess the requisite mens rea, leading to the dismissal of the charges.The court reviewed several precedents to determine if a corporation could be held liable for criminal offences involving mens rea. It was established that while a corporation cannot have a state of mind in the same way a natural person can, it can act through its human agents. The court cited various cases such as R. v. Cory Brothers & Co., Mackay v. Commercial Bank of New Brunswick, and Pearks, Gunston & Tea v. Ward, which demonstrated that corporations could be held liable for certain offences if the intent or knowledge of their agents could be imputed to them.The court concluded that the knowledge and intent of a corporation's agents could indeed be imputed to the corporation itself. This principle was reinforced by cases like Mousell v. London and North Western Railway and Law Society v. United Service Bureau Ltd., which showed that a corporation could be held liable for the acts of its agents, including those requiring mens rea.2. Whether the respondent company and its officer can be held liable for producing a false return with intent to deceive under the Defence (General) Regulations, 1939:The respondents were charged with producing a return that was false in a material particular with intent to deceive and making a statement known to be false in a material particular. The evidence showed that the respondent company's transport manager knowingly signed and submitted false returns for the purposes of the Motor Fuel Rationing Order, 1941.The court examined the specific provisions of the Defence (General) Regulations, 1939. Regulation 82(1) criminalizes producing or using any document that is false in a material particular with intent to deceive. Regulation 82(2) criminalizes making any statement known to be false in a material particular or recklessly making such a statement.The court found that the company, through its transport manager, had indeed made a false return with intent to deceive. The magistrates' decision to acquit the respondents on the basis that a corporation could not form intent was deemed incorrect. The court emphasized that the intent and knowledge of the company's agents, in this case, the transport manager, could be imputed to the company, making it liable for the offences charged.In conclusion, the court held that a body corporate could be guilty of criminal offences requiring mens rea if the intent or knowledge of its agents could be imputed to it. The case was sent back to the magistrates with the direction that the respondent company and its officer could indeed be held liable for the offences charged under the Defence (General) Regulations, 1939.