
    Brayton v. The Cleveland Special Police Co.
    
      Corporation cannot maintain action for slander — Upon words spoken solely concerning individiial stockholder — Must prove slander in direct relation to business of corporation.
    
    1. A corporation can not maintain an action for slander upon words spoken solely of and concerning an individual, who is averred to be a stockholder and officer of the corporation.
    2. In such case, the corporation can not maintain an action to recover damages for consequential injuries resulting from the slander, without averring and proving that the slander was spoken of the individual in direct relation to the trade or business of the corporation.
    (Decided June 19, 1900.)
    Error to the Circuit Court of Cuyahoga county.
    The plaintiff’s petition is as follows:
    The plaintiff says that it is: a corporation, duly organized and existing under and by virtue of the laws of the state of Ohio. That its general manager and treasurer, and the owner of a majority of the stock of said corporation,.is one, William K. Maher.
    That the defendant contriving to injure said plaintiff, and to bring it into public ridicule, and destroy its business, and particularly to destroy that branch of its business, which consisted of doing night watching, in and upon Prospect street, between Perry street and Case avenue, in the city of Cleveland, Ohio, where plaintiff had a large and. profitable business, did on or about the 1st day of March, 1897, falsely and maliciously, speak and publish, of and concerning the said William K. Maher, then and there well knowing that the said William K. Maher was the general manager and treasurer of said plaintiff, the false and malicious words following, to-wit: Maher (meaning the said William K. Maher) is a had man, a dangerous character, and under suspicion, and not to be trusted. There was a barn burned up here, and he is under suspicion of setting it on fire. Then and there meaning that the said William K. Maher was a bad and dangerous character, and that he had been and is guilty of the crime of arson, and was regarded as guilty of said crime, in so much that many of the persons, neighbors and citizens, to whom said defendant so as aforesaid stated and published said false and malicious words, and to whom the innocence and integrity of the said William K. Maher were unknown, and knowing the aforesaid connection of said William K. Maher with this plaintiff, have on account of the speaking and publishing of said false, malicious and defámatory words, from thence hitherto, suspected and believed the said William K. Maher to have been and to be, a bad and dangerous character, and guilty of arson, so as aforesaid imputed to him by the said defendant, and has suspected and believed the plaintiff (from their knowledge of the connection of said William K. Maher with this plaintiff) to be entirely unworthy of confidence, and patronage. And they have by reason thereof, since that time, wholly refused to patronize or have any business transactions • with this plaintiff, as they were accustomed to have prior to said time, and that by reason thereof said plaintiff has lost its large and profitable business of night watching on Prospect street in the city of Cleveland and has suffered a falling off of its business, and has been injured in its prospects and good will.
    Plaintiff says that by reason of the premises it has been injured to its damage in the sum of ten thousand dollars.
    
      Wherefore plaintiff prays judgment against said defendant in the sum of ten thousand dollars and costs of suit.
    To this petition the defendant demurred on the ground that it does not state facts sufficient to constitute a cause of action. The demurrer was sustained in the common pleas court, and the plaintiff not desiring to amend or further plead, judgment was rendered for the defendant. This judgment was reversed in the circuit court, and plaintiff below filed this petition in. error to reverse that judgment.
    
      Gonlder, Holding & Hasten, for plaintiff in error.
    
      Johnson & Dunlap, for defendant in error.
   Davis, J.

The petition in this case may be considered from two points of view. It may be regarded as an action in slander, or as an action to recover damages for consequential injuries resulting from an alleged slander upon a third person. On the first reading it would seem that the pleader regarded the slanderous, words as affecting the plaintiff directly, and brought the action upon the theory that the plaintiff had been slandered touching its business. If we interpret the petition in this way the action cannot be sustained. Although a corporation may sue for a slander upon it in the way of its business or trade, it cannot sue for a slander upon one of its stockholders or officers, if the slander be not in direct relation .to the trade or business of the corporation; because the fight of action is personal and is confined strictly to the person of whom the slanderous language was uttered. This is especially so when the words impute to the individual a crime, as in this case. Newell on Libel and Slander, 360. State v. Cincinnati Fertilizer Co., 24 Ohio St., 611. The words here charged were spoken of Maher and of him alone. It is not alleged that they were spoken of, or in connection with, the plaintiff or its business. So that, the plaintiff could not maintain this action as an action for slander.

When we regard the case in the other aspect, it is not so easy to formulate a general rule for all cases, although the general principles involved are clear enough, and Ave readily reach a satisfactory conclusion as to the case at bar. In general, every man must be taken to be answerable for the necessary consequences of his oato wrongful acts; and so also if the result is so clearly the natural outcome, in sequence, that he ought to have contemplated it when he spoke the Avords, Avhether he actually did so or not. No good reason appears Avhy these principles should not be applied to the consequences of words spoken, as Avell as of things done. And this would seem to be the law whether the words were actionable slander or not. This seems to be tb,e foundation of the decision in Riding v. Smith, 1 L. R. Ex. Div., 91, which is the authority upon which the circuit court reversed the judgment of the common pleas. But the circuit court misconceived the scope of the case cited, and misapplied it, as Ave think, in the decision of this case. Riding v. Smith, was an action by husband and wife to recover for language imputing unchastity to the wife. As the words were not actionable per se, and it appeared on the trial that there was no special damage to the wife, she was dismissed from the case, upon the application of the counsel for the plaintiffs, and the case proceeded as the action of the husband alone. The allegation Avas that the wife assisted her husband in the conduct of his business and that the words complained of were falsely and maliciously spoken of the wife “in relation to the business,” whereby the plaintiff was injured in his credit and business. It was held that in such a state of facts the husband might recover. It will be observed that the wife had no right of action whatever; and that the husband’s right depended wholly on the fact that the defamatory words were spoken of the tvife distinctly in relation to, and in connection with, the husband’s business, and in relation to the wife’s conduct as an assistant in such business. The petition now before us falls very far short of presenting such a case as was decided in Biding v. Smith. It discloses that the words were spoken of Maher without so much as a remote allusion to the plaintiff or its business. It does not show that they were spoken in a conversation of or concerning the plaintiff, or of its business, or of Maher’s relation thereto. It is true that it is alleged that the words were spoken of Maher, knowing that he was treasurer and general manager of the plaintiff; but that is by no means an averment that the words, which only import a charge against Maher’s personal character, were spoken in direct relation to the plaintiff’s business and to Maher’s connection therewith. Tbe court of common pleas, therefore, properly sustained the demurrer to the petition and properly gave judgment for the defendant; and the reversal of that judgment by the circuit court was erroneous.

The judgment of the circuit court is reversed and that of the common pleas affirmed.  