Tort and Civil Liability of Juristic Persons (Taiwan)

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I. Does Article 184 of the Civil Code apply to an unlawful act by a legal person?

According to Articles 26 and 28 of the Civil Code, legal persons are the subject of rights and can enjoy rights, have disposal capacities and be able to assume the liability necessary for the conduct of the target business. According to Article 28 of the Civil Code, a legal person is jointly liable with the perpetrators for the injury caused by its directors or other persons authorized to represent the legal person in the performance of their duties. According to Article 188 (1) of the Civil Code, the employer is jointly obliged to pay compensation for any violation that the employee wrongly inflicted on the rights of another in the performance of his duties. This shows that it is expressly provided that a legal person and its responsible personnel assume joint and several liabilities for their tortious acts. However, it is worth discussing whether a legal person can be held liable for its own civil liability for tort under the general tort provision under Article 184 of the Civil Code. Different opinions can also be found in previous court decisions (reference: 108-Tai-Shang-2035 civil decision of the Supreme Court) [1].

II. The opinion of the Grand Civil Chamber of the Supreme Court (Supreme Court Civil Decision 108-Tai-Shang-2035) confirmed that the general tort provisions of Article 184 apply to legal persons.

The Great Civil Chamber of the Supreme Court confirmed that the provisions on general tort under Article 184 of the Civil Code also apply to legal persons for the following reasons: (1) Nothing in the literal sense of the legal provisions on general tort under Article 184 of the Civil Code and in their legislative declaration limit their application to natural persons; (2) A legal person may consolidate the intent and activities of its members to reflect its own organizational intent and participate in its own actions. (3) From the point of view of victim protection, the complicated division of labor in modern society, legal persons and companies has contributed to the fact that many species are caused by the interaction of many acts, machines and devices, not by a single act by a particular natural person . However, there is no comprehensive protection of victims as the criteria for a legal person’s joint and several liability for a tort under Article 28 or Article 188 of the Civil Code cannot be met without the tort of their representative organization or employee. For the above reasons, the Grand Chamber took the view that since a legal person can provide services and benefit from its own organizational activities, it is able to diversify risks and that a legal person should also assume liability for damages resulting from their organizational activities. Therefore, Article 184 of the Civil Code also applies to legal persons who are liable for their own wrongful acts. (Reference: 108-Tai-Shang-2035 Civil Supreme Court Decision)

III. Relevant discussions:

1. The circumstances under which the other liability for damages of a legal person are determined at the same time are not excluded:

It is confirmed that general liability for tortious acts under Article 184 of the Civil Code applies to legal persons and that other circumstances in which legal persons are held liable under both Article 28 and Article 188 of the Civil Code are not excluded, although The criteria were used The claims and the compensatory effect differ, depending on how the applicant asserts the claims in the individual case.

2. Determination standard for the own intent and negligence of a legal person:

Regarding the determination of a legal person’s own intent and negligence, some scholars believe that “the negligence of a legal person relates to its organizational negligence or the so-called” organizational defect “resulting from the violation of its organizational obligations which include, but are not limited to, staffing, setting up, maintaining and updating things, setting up the security management mechanisms necessary to prevent incidents from occurring, etc. ” [3]. Some scholars believe that a legal person’s intent should be tested against the standard of a reasonable person to determine whether there is willful intent or negligence. An incorrect decision, a set-up error, improper personnel management or an organizational error of a legal person can lead to the legal person itself assuming liability for unauthorized acts. [4]

3. A legal person’s right to claim:

If Article 184 of the Civil Code applies to a legal person because of their tort, it is not necessarily correct that claims for damages can be brought against the employee or legal representative of the legal person. This differs from the requirements of Article 28 or Article 188 of the Civil Code.[5] [5]

IV. Conclusions

The clearance of such a legal issue by the Supreme Court should facilitate the assertion of claims in future cases where the culprit is unknown but the legal persons themselves are negligent and potentially liable. In these circumstances, there is no need to produce evidence to prove the intent or negligence of any particular worker or legal representative under Article 28 or Article 188 of the Civil Code. Instead, it can be claimed that the legal person itself is a tort and should be held liable for damage under Article 184 of the Civil Code. However, in relation to claims brought against a legal person under Article 184 of the Civil Code, it remains to be demonstrated that the legal person itself has committed an intentional or negligent tort. How the court will make its decision, however, continues to require continuous observation of the manner in which a particular decision is made in practical cases and the standard of determination.