I. INTRODUCTION

Tort is a wrongful act committed by an individual who causes injury to

another and often times does not arise from a contract or a statute. This kind

of an offense often arises to the occurrence of liability that obligates the

torfeasor to compensate or to negotiate with the victim. Although crimes

may be torts, the cause of legal action may not necessarily a crime as the

harm may be due to negligence and does not amount to criminal negligence.

In a lawsuit filed for torts, a victim may recover damages but the plaintiff

must show and prove that the action or the lack of action is the immediate

cause of the harm that they suffered. The equivalent of tort in a civil law is a

delict.

In torts, legal injuries are not limited to physical injuries and may include

emotional, economic or reputational loss including the invasion of ones

privacy or the violation of the constitutional rights. While many torts are

result of negligence the law also recognizes intentional torts in which one

intentionally causes injury to another and which arises to the right of

recovery of damage without a need to demonstrate that negligence indeed

occur.

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Torts may be different from criminal law in that: 1.) Torts may result to

negligent acts but not intentional or criminal actions; 2.) Torts lawsuits have

a law burden of proof such as the preponderance of evidence rather than

proof beyond reasonable doubt. A plaintiff in a tort case may prevail even if

it was proven that a person who caused harm was acquitted after a criminal

trial.

Torts may come in different types but the focus of this research paper is to

discuss what a corporation torts in general is. It intends to lay down the

different concepts that circumvent the corporation torts and how it is

committed. It further discuss how a corporation is being liable once it

violates or invades the constitutional rights of an individual and how this

liabilities can be proven by those victims who suffered injury because of the

negligence of another. And lastly it tends to discover if a corporation is

indeed liable for torts.

II. OBJECTIVES OF THE STUDY

The following are the goals of the conduct of this study:

1. To define what a corporation is and to understand where did the concept

came from and how a corporation operates within its sphere of coverage.

2. To determine if what are the duties and functions of the stockholders in

running the corporation and to know what are their significant role a in

making the corporation works.

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3. To determine the liabilities of the corporations towards an individual or its

employees being it as a legal person this causes harm and injury as a single

entity in a form of torts.

4. Define what a tort is and what are the instances where in an act is

considered as tort and to determine the liability of the corporation in order to

prevent or deter the rise of corporate torts.

III. DEFINITION OF TERMS

This term paper seeks to define the following terms for the purpose of

understanding the essence of this term research.

1. ACCIDENT-an unfortunate incident or event that happens unexpectedly

or which is unforeseen and usually causes harm or injury to individuals.

2. CRIMES- an act or commission that constitutes an offense and may be

prosecuted through trial and is punishable by the State or by the law.

3. CORPORATION- a company or group of people authorized to act as a

single entity and is often recognized by law; a company which is allowed to

enter into a contract, transact business, to borrow money and to sue and be

sued.

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4. CONTRACT- a legal agreement possessing a lawful object and entered

into voluntarily by two parties in which the meeting of the minds are present

between them. It often creates legal liabilities between them.

5. DELICTS- civil wrong which constitutes negligent or intentional breach of

duty or care that inflicts loss or harm and is a strong ground for a legal

liability for the wrong doer.

6. ENTITY- an organization which possesses an existence separate from its

members and can possess the rights of a natural person in a corporation.

7. EVIDENCE- any matter or fact that a party to a lawsuit advances or

presents in order to prove or disprove the issue at hand. Its weight is often

the basis of the decision in a case.

8. HARM- a physical or mental damage that causes injury to another and

often includes the perception of injury.

9. INJURIES- includes physical hurt as well as damage to reputation or

dignity , loss of legal right or breach of contract.

10. LIABILITY- all kinds of legal obligations or duty and is most of the time

includes money responsibilities.

11. NEGLIGENCE- the failure to use reasonable care; The doing of

something that a prudent person would not do in reality or the doing of

something that a prudent person would do in like circumstances.

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12. PENALTY- the consequence of a wrongdoing and is usually set in

accordance with the provisions if the law; Comes in a form of imprisonment

or monetary value.

13. PREPONDERANCE OF EVIDENCE- a type of evidence which is required

in order to prove that indeed one is negligent and is required to pay for

damages due to commission of torts.

14. PRIVACY- the right of the people to make personal decisions regarding

personal matters without the intervention of anybody.

15. STOCKHOLDERS- the owner of one or more share of stocks in a

corporation or entity and is the one responsible for its growth and

development.

16. TORFEASOR-the person who commits thought and the one who is liable

in committing torts and is held for trial to determine the liabilities it

shoulders.

17. TORTS-an offense arising from the negligent acts of another that

usually causes harm or injury to another.

18. STOCKS- a security issued by a corporation that represents the

existence of ownership rights in the assets of the corporation and entails the

proportionate shares in the profits of the said corporation.

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IV. REVIEW OF RELATED LITERATURE

A. TORTS IN GENERAL

Torts in Civil Law are said to be offenses that arise due to the negligent acts

of a person which cause injury or harm to another may it be intentional or

unintentional. It may come in many forms may it be in a form of an accident

or in a form of a breach of contract that usually result to the violation of the

constitutional rights of the victim.

In common law, it is said to be acts done negligently and cause harm and

damage to another that results to the filing of a lawsuit that can be tried

before the court of law.

One of the most common type of torts is the one that occurs in a corporation

or also known as the corporation torts.

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Torts are civil wrongs recognized by law as a ground of lawsuits. This wrong

causes injury or harm which constitutes the basis for the recovery of damage

of the injured party. While some torts are also crimes punishable by

imprisonment it was concluded that the primary aim of tort law is to provide

reliefs from the damage incurred and to deter others from committing the

same harms. In this kind of scenario, the injured party may sue for the

induction of a tortuous act or may demand for monetary damages.

There are many types of damages that an injured party may recover such as

but not limited to the loss of earnings and the capacity to earn, pain and

sufferings, and reasonable medical expenses. This loss can further include

present or future losses.

There are also different types of torts law may come in different categories

such as the intentional torts, the negligent torts and the strict torts.

Intentional torts are those wrongs that the offender knew or should have

known to occur through their actions or inactions. Negligent torts on the

other hand occurs when the defendants action were unreasonably unsafe.

Strict liability torts are those torts which do not depend on the carefulness of

the defendant but arises when a particular action causes harm or damages.

B. HISTORY OF TORTS

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Roman law contained provisions for torts in the form of depicts which later

influenced in the Civil law jurisdictions in the Continental Europe but a

distinctive body of law arose in the common law world was traced in the

English tort law. The word tort was first used in legal concepts in the year

1580`s although different terms were used similar to this prior to this time.

C. CORPORATION

A corporation is a group of people is defined as the group of people

authorized to act as a lot single entity and is recognized as such by law. Most

jurisdictions now allow the establishment of a corporation through the

registration of its name before the lawful body in order for them to be

recognized. It is because registered corporations are possessing legal

personality and are owned by shareholders whose liabilities are limited only

as to their percentage or share in the company.

In a corporation, shareholders does not necessarily mange their corporation

directly but instead elects their board of directors as their counterpart in

managing the whole corporation.

Corporation has a big difference with the word company. A corporation

encompasses all types of incorporated agencies whereas a company

includes all types of entities including partnerships that would not be

referred to as companies.

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Despite not being human beings, corporations as far as the law is concerned

are legal persons and possess the same rights and obligations as the natural

person do. Corporations can exercise real rights against the individuals and

the state and can be considered responsible for human rights violations. A

corporation can also be dissolved either by statutory operations, orders of

the law or by the voluntary acts of the shareholders.

D. CORPORATE GOVERNANCE

Corporate governance refers to the mechanism and processes through which

the corporation are governed and directed. Governance structures identify

the rights and responsibilities that were distributed among the participants in

a corporations and includes all the rules and procedure in making corporate

decisions.

Corporate governance includes the processes through which the objectives

of the corporation are set in a market, social and regulatory environment.

Governance includes monitoring the actions of its agents and participants

especially the one pertaining to its participants. Corporate governance

practices are being affected by the purpose to align the interest of the

stakeholders especially during the time of the establishment of the

corporation and up to the time that a corporation reaches its peak.

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Corporate scandals of various forms had maintained to continue their

standards and policies especially up to the social and political aspect of the

decision making of a corporation.

E. CORPORATION LIABLE FOR TORTS

Under US Corporate laws, a corporation is formed partly for the purpose of

limiting liability and maximizing its ability to profit its shareholders within the

tax structure of the state in which it does business so long as the corporation

complies with state and federal laws.

When a corporation commits a tort, which is a provable harm done to a

person or entity; it should have procured before hand, sufficient insurance

coverage to cover that potential liability. However, if it commits a crime, no

insurance under the sun will cover criminal activities. For purposes of this

discuss, we can assume that the incidence that took place off the Gulf of

Mexico was not committed by a crime syndicate, as BP and Transocean are

NOT related to any Mafia syndicate, furthermore, the incidence that

happened was not attributable to an intentional act.

It was, at most, caused by "Negligence". Be it BP or Transocean (TO) or

jointly, the Plaintiff (a person, any legal entity suing for recovery of damages)

in a lawsuit must prove that either BP, TO or they jointly, had failed to

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conduct its exploration in accordance with the safety rules and procedures

mandated by US Oil drilling standards. In order to ensure a favorable

outcome, if the Plaintiff could FURTHER prove that BP and TO's drilling

activity leading up to the date of the incidence was not in compliance with

"industry standards". This is the key point Plaintiff must prove. Sometimes,

governmental rules and regulations concerning drilling safety may not be as

stringent as "Industry Standards” in the off-shore drilling industry.

When an activity is "inherently dangerous" (there is no other safer

alternative to lessen the dangerous aspect of this commercial activity) as

evident in off-shore oil drilling, then, under most laws in US, it is judged by

the “Strict Liability in Tort" standard. The plaintiff does not have to prove the

negligence of the defendants (BP / TO) so long as injury is done to persons

and or environment the Defendants will be deemed liable. The facts of this

case revealed that some 8000 Barrels of oil per day were initially leaked into

the ocean and some 12-15 workers were missing after the explosion. These

facts alone are sufficient to prove the liability of BP and TO.

In summary, the legal liability can be established under "Negligence" &

"Strict Liability in Tort" as described in the foregoing analysis. As between BP

and TO, TO is a sub-con of BP so it is essentially an agent of BP, governed by

“ principal and agency” laws, BP is ultimately liable for the actions of TO,

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UNLESS TO has exceeded the scope of its duty. If TO be sued by a third

party, it has a valid cross claim against BP for indemnification unless, TO had

waived that recourse in its contract with BP by charging BP a premium.

One final note, officers and directors' liability are generally covered by

liability insurance unless there is fraud or criminal act found. I sincerely

doubt any element of fraud or crime can be asserted in this case.

Therefore, yes, a corporation is liable for all acts by its officers, employees,

or other agents acting within the scope of their authority. They can also be

liable for actions that are outside of actual authority, if a reasonable person

would believe they were acting within their authority, and acted in reliance

on that belief.

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V. CONCLUSIONS

This research paper therefore concludes the following points after a thorough

study:

1. Corporations although not created within the provisions and standards of

the Constitution can still be considered to be liable in the commission of torts

especially when it advances acts and doings which are considered wrong and

may violate the constitutional rights of its employees as well as the invasion

of the latter's privacy.

2. Corporation as a body though exists independently with the control of the

State must still abide with the rules and regulations of the Corporations Law

in order to make sure that no constitutional rights may be violated or no

privacy will be invaded.

3. Corporations Torts law dies not aims to punish those who commits

negligent acts but instead exist in order to deter or prevent the people from

the commission of negligent acts that causes an individual to suffer from

loss, damages and injuries.

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4. The Corporations law was created in order to guide corporations into the

right path and in order for them to be good and humanitarian entity that help

its employees in their personal, economic, social and holistic growth.

VI. RECOMMENDATIONS

This research paper therefore recommends the following points after a

thorough study:

1. Corporations must see to it that they abide with the rules and regulations

provided by the Corporations Law in order to make sure that they will not

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commit negligent acts such as those listed towards their employees or any

other individuals within their circles.

2. The leaders of a corporation should stand in front of the crowd possessing

in their selves the responsibilities and duties of their offices by seeing to it

that the corporation runs and operates as an organization whose primary

concern is the sake and welfare of their constituents and employees rather

than promoting their personal progress and development.

3. The employees of the corporation should exert an extra mile effort in

order for them to be a deserving part of the organization by making sure that

they act and move in accordance with the rules and regulations laid down by

the corporation and in order for them to live up their company's vision and

mission. In that they can be considered not just a member but a vital

ingredient toward the development and progress of the corporation.

4. The government being the instrumentality of the State in which the will of

the people are formulated expressed and realized through its leaders must

work hand and hand in order to make sure that a corporation abide with the

rules and standards set forth by the law and in order to make sure that none

of their employees may suffer from violation of rights or invasion of privacy.

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BIBLIOGRAPHY

BOOKS

The Philippine Corporate Law

INTERNET

www.google.com

https://Wikipedia.org.corporation tort.com

www. yahoo.com

http://en.m.wikipedia.org/wiki/Tort

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