![]() ![]() ![]() Often a judgment against the party owing the primary duty and committing the actual tort is worthless. ![]() Often the money and opportunities that corporate officers and directors misappropriate are funneled into other entities that are controlled by or aligned with the disloyal officer and directors, but the recipients of the stolen assets may not themselves owe any duty to the corporation. Often majority shareholders and directors who engage in oppressive conduct have no direct legal duty against the minority shareholders they oppress. In litigation involving shareholder oppression and other internal disputes in closely-held companies, these theories of joint and several liability are incredibly important. 26, 2017), is an apt example of the failure to distinguish these distinct bases of these different theories of liability. The recent Houston court of appeals decision, Wooters v. Unfortunately, Texas appellate courts often confuse the different theories, intermingle the elements, and use the incorrect terminology. Each of these bases involves different legal concepts, different public policies, and different elements and applicability. Texas law provides three distinct bases for imposing on one person joint and several liability for the tortious conduct of another: contract, causation, and participatory conduct. Page Keeton, et al., Prosser and Keeton on the Law of Torts § 46, at 323 (5th ed. The classic statement was given by Professors Prosser and Keeton as follows:Īll those who, in pursuance of a common plan or design to commit a tortious act, actively take part in it, or further it by cooperation or request, or who lend aid or encouragement to the wrongdoer, or ratify and adopt the wrongdoer's acts done for their benefit, are equally liable. When may a defendant be held jointly and severally liable for the tortious conduct of another? Civil Conspiracy, Aiding and Abetting, Knowing Participation ![]()
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