Citation.
Walkovszky v. Carlton - 18 N.Y.2d 414, 276 N.Y.S.2d 585, 223 N.E.2d 6 (1966)
Rule.
The law permits the incorporation of a business for the very purpose of enabling its proprietors to escape personal liability but, manifestly, the privilege is not without its limits. The courts will disregard the corporate form whenever necessary to prevent fraud or to achieve equity. In determining whether liability should be extended to reach assets beyond those belonging to the corporation the court is guided by general rules of agency. Such liability extends not only to the corporation's commercial dealings, but to its negligent acts as well.
法律允许企业的注册成立，目的正是使其经营者避免个人责任。但显然，这作为一项特权并非是没有限制的。为防止欺诈或实现公平，法院将在必要时无视公司形式。法院遵循一般代理规则确定是否应当将赔偿责任扩大到超出公司资产范围。这种责任的扩大不仅包括公司的商业交易，还延伸至公司的过失行为。
Facts.
Walkovszky alleged that he was injured when a taxicab struck him. Carlton was stockholder of ten corporations, each of which had two cabs registered in its name and carried the minimum automobile insurance required by law. Although independent of one another, the corporations were alleged to have operated as a single enterprise. Walkovszky contended that he was entitled to hold Carlton personally liable for his damages because the multiple corporate structure constituted an unlawful attempt to defraud members of the public. Carlton appealed the court's ruling that Walkovszky had stated a cause of action.
Walkovszky 声称被出租车撞伤。Carlton 是十家公司的股东，每家公司都拥有两辆以其名义注册的出租车，并承担法律规定的最低汽车保险要求。尽管每家公司彼此独立，但宣称是作为一家企业经营的。Walkovszky 主张其有权要求 Carlton 对自己的损害承担个人责任，因为设立多家公司的经营结构构成了欺骗公众的非法企图。Carlton 提出上诉。
Issue.
Whether Carlton can be personally held liable for the damages.
Carlton 是否应当承担个人赔偿责任。
Conclusion.
The Court held that, whenever anyone used control of a corporation to further his own rather than the corporation's business, he would be liable for the corporation's acts under the principle of respondeat superior. However, the decision was reversed because Walkovszky's complaint failed to allege that Carlton was doing business in his individual capacity. The principle relied upon in the complaint to sustain the imposition of personal liability is not agency but fraud. If it is not fraudulent for the owner-operator of a single cab corporation to take out only the minimum required liability insurance, the enterprise does not become either illicit or fraudulent merely because it consists of many such corporations. Whatever rights he may be able to assert against parties other than the registered owner of the vehicle come into being not because he has been defrauded but because, under the principle of respondeat superior, he is entitled to hold the whole enterprise responsible for the acts of its agents. The complaint falls short of adequately stating a cause of action against the defendant Carlton in his individual capacity.
法院认为，任何人只要利用对公司的控制权来推进自己的业务而非公司的业务，他都会根据雇主责任（Respondeat Superior*）对公司的行为负责。然而，由于 Walkovszky 的起诉未能证明 Carlton 以个人身份经营，判决被推翻了。诉状所依据的施加个人责任的原因不是代理而是欺诈。如果单一出租车公司的车主经营者只投保最低要求的责任保险不是欺诈性的，则企业不会仅仅因为由许多此类公司组成而构成非法或欺诈。他能够对登记车主以外的其他方主张的任何权利之所以产生，不是因为他受到了欺诈，而是因为根据雇主责任的原则，他有权要求整个企业对其代理人的行为负责。诉状没有充分说明以被告人 Carlton 的个人身份提起诉讼的原因。
*Respondeat Superior
A legal doctrine, most commonly used in tort, that holds an employer or principal legally responsible for the wrongful acts of an employee or agent, if such acts occur within the scope of the employment or agency. Typically when respondeat superior is invoked, a plaintiff will look to hold both the employer and the employee liable. As such, a court will generally look to the doctrine of joint and several liability when assigning damages.
在侵权行为中最常用的法律理论，如果不法行为发生在雇佣或代理的职权范围内，雇主或委托人对雇员或代理人的不法行为负有法律责任。当援引雇主责任时，原告会要求雇主和雇员都承担责任。因此，法院在分配损害赔偿时通常会考虑连带责任原则。
