34 BULLETIN 1106, V. S. DEPARTMENT OF AGRICULTURE. 



It will be remembered that an incorporated cooperative association 

 is an artificial entity, separate and apart from its members. No 

 case has been found where members of an association have been held 

 liable for wrongful acts of negligence of an association while en- 

 gaged in acting as agent for members in the transaction of certain 

 business or in the doing of certain work authorized by them, but 

 no reason is apparent why they could not be so held in a proper 

 case. 



The true conception of this matter can be readily understood when 

 one bears in mind that he is liable, as a general rule, for all acts 

 of his agent while the agent is acting within the scope of his em- 

 ployment. The character of the agent, whether an individual, part- 

 nership, or incorporated association, is immaterial. It is upon this 

 theory that automobile owners, whether individuals or corporations, 

 are held liable for injuries to others caused by the negligent driving 

 of their machines by their agents or employees. It is no answer 

 that an agent was not authorized to do the particular act which 

 caused injury or loss if it was done while in the course of the busi- 

 ness of his principal or employer. 



In a case decided by the Supreme Court of Oregon, in 1920,^^ the 

 plaintiff was the holder of 24 shares of capital stock of the defendant 

 corporation. He entered into contract with the defendant to con- 

 sign milk produced by him to parties designated by the defendant,, 

 and the defendant agreed to collect all moneys due him on such 

 consignments and pay the same to him, less the commission for 

 services as agent of 5 cents per 100 pounds of milk. Other members 

 of the league apparently entered into contracts similar to the one 

 signed by plaintiff. Later a regular purchaser of milk refused to 

 accept delivery of a large quantity shipped by other members of 

 the league, which was then disposed of at less than the contract 

 price. Owing to the loss thus sustained by the producers of this 

 rejected milk, the league in an effort to apportion the loss among 

 the members made deductions from the amount of the sale price 

 of plaintiff's milk, all of which had been accepted and for which 

 the league had received pay. He then brought suit to recover the 

 entire sale price of his milk, less the commission charge of 5 cents 

 per 100 pounds. The court held that he could recover, and in 

 doing so said : 



It was competent for the plaintiff as an individual, irrespective of his 

 holding stocli in the defendant corporation, to contract with it as effectually 

 and to all intents and purposes as if he had no share of the stock of the 

 defendant. The contract itself is the measure of the rights and liabilities 

 existing between the plaintiff and the defendant as contracting parties. 

 * * * It was not within the scope of its (defendant's) contract, or of its 



" Steelman v. Oregon Dairymen's League, Inc., (Greg.) 192 Pac. 790. 



