Limited liability

“ Where a member with limited liability has acted in a manner to induce others to misconceive him of a member with unlimited liability, he shall assume the same liability as a member with unlimited liability against any person who has effected a transaction with the company due to such misconception.
(2) Paragraph (1) shall apply mutatis mutandis where a member with limited liability has acted in a manner to mislead others as to the extent of his liability. ”

“ The Limited Liability Act of 1862 gave great facilities for conducting business by companies of more than seven members, whose liability in case of a collapse does not exceed the amount promised on formation—a scheme inaugurated for the benefit of the working classes, but which has been misapplied in many instances. ”

“ There is such a thing as unlimited liability; of the justice of such laws I do not now speak, but the law exists, and as it was made by moneyed men in the interest of moneyed men they cannot refuse to be judged by it. ”

“ When a man commits a tort, he incurs, by force of the law, a liability to damages, measured by certain rules. When a man makes a contract, he incurs, by force of the law, a liability to damages, unless a certain promised event comes to pass. ”

“ Undoubtedly any suit to establish the civil liability imposed by the Act must ultimately seek recovery of the consideration paid less income received or damages if the claimant no longer owns the security. ”

“ The extension of the doctrine of liability without fault to new situations to attain a permissible legislative object is not so novel in the law or so shocking 'to reason or to conscience' as to afford in itself any ground for the contention that it denies due process of law. ”

“ There is a clear difference between the revival of a liability which is unenforceable only because a statute has barred the remedy regardless of the will of the parties, and the extension of a liability beyond the limit expressly agreed upon by the parties. ”

“ He is chargeable for all losses except such as may be occasioned by the act of God or the public enemy. He insures against all accidents which result from human agency, although occurring without any fault or neglect on his part; and he cannot, by any mere act of his own, avoid the responsibility which the law thus imposes. He cannot screen himself from liability by any general or special notice, nor can he coerce the owner to yield assent to a limitation of responsibility by making exorbitant charges when such assent is refused. ”

“ It contains the fundamental provision on which the others turn. It broadly declares that 'the liability . . . for any . . . damage . . . occasioned without the privity or knowledge of such owner . . . ”

“ In this court the condition of the assignee cannot be better than it would be at law in any mode he could take to recover what was due upon the assignment.' The principle is distinctly recognized that the measure of liability upon the instrument secured is the measure of the liability chargeable upon the security. The condition of the assignee cannot be better in law than it is in equity. ”

“ We are prompted, therefore, to seek guidance from the rules of liability which prevail in our society with respect to compensation of persons injured by the improper performance of a legitimate activity by another. Under these rules, a departure from the kind of care society may expect from a reasonable man performing such activity leaves the actor open to a judicial shifting of loss. ”

“ Globe, 42d Cong., 1st Sess., App. 49-50.↑ 'Whoever, under color of any law, statute, ordinance, regulation, or custom, willfully subjects any inhabitant of any State * * * to the deprivation of any rights, privileges, or immunities secured or protected by the Constitution or laws of the United States * * * shall be fined not more than $1,000 or imprisoned not more than one year, or both.'↑ Civil liability has always been drawn from such indefinite standards as reasonable care, a man of ordinary prudence, foreseeability, etc. ”

“ By the settled law of this court, common carriers of goods or possengers cannot, by any contract with their customers, wholly exempt themselves from liability for damages caused by the negligence of themselves or their servants. ”

“ If the wrongful act was done by himself, or was occasioned by his negligence, of course he is liable, and he is equally so, if the act constituting the fault was done by one towards whom he bore the relation of principal, but the liability ceases where the relation of principal entirely ceases to exist, as in case of inevitable accident. ”

“ So far, therefore, as the beneficiaries and the agents are different persons, the liability of bodies corporate is an instance of vicarious responsibility, and it is to be justified on the same principles as are applicable to the vicarious liability of a principal for the unauthorised acts of his agent—principles which will be considered by us at a later stage of our enquiry. ”

“ Yet there are exceptional cases in which, for sufficient or insufficient reasons, the law sees fit to break through the rule as to mens rea. It disregards the formal condition of liability, and is satisfied with the material condition alone. It 333holds a man responsible for his acts, independently altogether of any wrongful intention or culpable negligence. Wrongs which are thus independent of mens rea may be distinguished as wrongs of absolute liability. ”

“ It has been urged on the part of the defence, that, though the contract does not attempt to exempt, and could not have exempted, the express company from liability for loss occasioned by the neglect of itself or its servants, yet, when it is sought to charge the company with neglect, it must be such as it is responsible for upon the general principles of law; and that, upon those principles, no one is responsible for damage occasioned by neglect, unless it be the neglect of himself, his servants, or agents. ”

“ Wherever, by either the common law or the statute law of a State, a right of action has become fixed and a legal liability incurred, that liability may be enforced and the right of action pursued in any court which has jurisdiction of such matters and can obtain jurisdiction of the parties. ”

“ In Great Britain, it has become quite general for employers to seek release from personal liability, or from costs for damages or partial indemnity, by either subscribing to the several employés' liability insurance companies or by wide-spread attempts to evade their responsibilities under the law by inducing the workmen to contract themselves out of the act. ”

“ He then points out that for a neglect of such ordinary care or skill whereby injury happens, the appropriate remedy is an action for negligence. The right to enforce this liability is not to be confined to the immediate buyer. The right, he says, extends to the persons or class of persons for whose use the thing is supplied. It is enough that the goods “would in all probability be used at once ... ”

“ Does a law which, for accidents in certain carefully defined and especially dangerous employments, transfers the liability from the individual to the organization, and which carefully preserves the right of the employer to submit any questions which arise under the law to the courts for adjudication, deprive the employer of his property without due process of law? The Court of Appeals of New York State affirms that it does. ”

“ As the example of the fair use doctrine shows, where such countervailing policy considerations exist, the courts stand on relatively firm historical ground in declining to impose liability even where the defendant’s conduct appears to fall within the literal prohibitions of the statute. ”

“ Rep. 151, where it is said:
'The limitation as to value has no tendency to exempt from liability for negligence. It does not induce want of care. It exacts from the carrier the measure of care due to the value agreed on. ”

“ These assignments are reducible to three propositions, to wit: (1) the capacity of plaintiffs to sue, (2) the application of the safety-appliance law, and (3) the measure of damages. Their discussion requires a consideration of the employers' liability law, as the amended complaint is based on that law. ”

“ I cannot suppose anything so outrageous, and proceed to consider what will follow if the liability is optional, but to exist where the parties have not agreed to the contrary. Every prudent employer of labour will immediately draw up a form to be signed by his workmen, that the master shall not be liable for a fellow servant's negligence. ”

“ The second contention rests upon the assumption that the court below affirmed a supposed action of the trial court in erroneously instructing the jury that the effect of the employers' liability act was to abolish the doctrine of assumption of risk. ”

“ Two errors are assigned by the defendants, as follows: 1. That the court, instead of adjudging that the defendants were liable, should have decided that they were exempt from liability, by virtue of the proviso in the policy. 2. ”

“ In support of the legislation, it is said that the whole common-law doctrine of employer's liability for negligence, with its defenses of contributory negligence, fellow servant's negligence, and assumption of risk, is based upon fictions, and is inapplicable to modern conditions of employment ”

“ If there is no act, there is no liability. To these nominate torts, each with its own special rules, coming down from the strict law, we added a new ground of liability, namely, negligence, going on a principle, not of duty to answer for aggression, but of duty to answer for injuries resulting from falling short of a legal standard of conduct governing affirmative courses of action. ”

“ We have already seen that the term liability has also a wider sense, in which it is the correlative of any legal power or liberty, and not merely of the right of action or prosecution vested in a person wronged. ”

“ It is a delicate business to base speculations about the purposes or construction of a statute upon the vicissitudes of its passage. Here we have as against the arguments of the claimant the fundamental and necessarily governing consideration that rightly prevailed below. A liability in any case is not to be imposed upon a Government without clear words. ”

“ Paul Ry. v. Arms, supra, 494. For if it be assumed that we can weigh and measure degrees of negligence and that a public service company may not by contract alone limit its liability for gross negligence, so called, nevertheless we may not disregard a lawful exercise of the regulatory power which has made no distinction between degrees of negligence, nor may we, upon any theory of public policy, annex to the rate as made conditions affecting its uniformity and equality.
The message here was unrepeated and the loss resulted from a mistake in transmission. ”

“ Look at it as a business proposition—and it is a business proposition—it is an insurance risk and it ought to be left in such a way that the liability is direct. The first thing the business man undertakes to consider on this proposition is what will it cost me; can I afford it? Every time you put on a double liability, every time you leave a thing uncertain, you increase the risks to him and the cost to him in his business, and he so understands it, and that is something which you should give consideration. ”

“ By no device can a body corporate avoid liability for fraud, for willful wrong, or for the gross negligence which, if it does not intend to occasion injury, is reckless of consequences, and transcends the bounds of right with full knowledge that mischief may ensue. Nor, as I am inclined to think, will any stipulation against liability be valid which has the pecuniary interest of the corporation as its sole object, and takes a safeguard from the public without giving anything in return. ”

“ Congress has defined the tort liability of the Government as analogous to that of a private person. Traditionally, one function of civil liability for negligence is to supply a sanction to enforce the degree of care suitable to the conditions of contemporary society and appropriate to the circumstances of the case. ”

“ In a case of such importance as that which involves a man's liability or non-liability for his debts after he has given up all his property, he ought not to be deprived of the right of appeal if the law, fairly considered, gives it to him. ”

“ That we refuse to do. 'The modern development and growth of industry, with the consequent changes in the relations of employer and employee, have been so profound in character and degree as to take away, in large measure, the applicability of the doctrines upon which rest the common-law liability of the master for personal injuries to a servant, leaving of necessity a field of debatable ground where a good deal must be conceded in favor of forms of legislation, calculated to establish new bases of liability more in harmony with these changed conditions.' Cudahy Packing Co. ”

“ Properly speaking, a person is said to be responsible when he is liable to be called to account for his acts, a liability which implies that he is free to act in one way or another. These two aspects of the term, the liability and the freedom of choice implied, lead to its use in two opposite senses. ”

“ It is a general principle of our law that there is no individual liability for an act which ordinary human care and foresight could not guard against. It is also a general principle of the same law that a loss from any cause purely accidental must rest where it chances to fall. ”

“ The term act is very commonly restricted to intentional acts, but this restriction is inadmissible in law. Intention is not a necessary condition of legal liability, and therefore cannot be an essential element in those acts which produce such liability. ”

“ Many cases may be found which hold, that where false answers are made to inquiries which do not relate to the risk, the policy is not necessarily avoided unless they influenced the mind of the company, and that whether they are material is for the determination of the jury. But we know of no respectable authority which so holds, where it is expressly covenanted as a condition of liability that the statements and declarations made in the application are true, and when the truth of such statements forms the basis of the contract. ”