WPI 50.18 Corporation Acts Through Its Employees—No Issue As to Scope of Agency

For the scope of this instruction, see WPI 50.00 (Introduction).

Use this instruction only when there is no issue as to agency or scope of employment. Modify the instruction accordingly if more than one party is a corporation.

A corporation can act only through its agents, and when its agents act within the scope of their actual or apparent authority, their actions are the actions of the corporation itself. Am. Seamount Corp. v. Sci. & Eng'g Assocs., Inc., 61 Wn.App. 793, 796–97, 812 P.2d 505 (1991); Mauch v. Kissling, 56 Wn.App. 312, 316, 783 P.2d 601 (1989).

Corporate liability also extends to the agents' unauthorized acts whenever the corporation is deemed to have ratified those acts. See In re Spokane Concrete Prods., Inc., 126 Wn.2d 269, 277–78, 892 P.2d 98 (1995) (corporation that retained benefit is estopped from ultra vires defense).

If an issue exists as to agency or scope of employment, then this instruction will have to be modified. The instruction may be modified by incorporating language from instructions elsewhere in this chapter addressing liability when agency or scope of employment is denied. See, e.g., WPI 50.06 (Both Principal and Agent Sued—Agency or Authority Denied), WPI 50.07 (Principal Sued But Not Agent—Agency or Authority Denied), and WPI 50.16 (Partnership—Existence Admitted—Scope of Partnership Business in Issue—Effect).