In Williams v. Goldberg,1 the landlord was held liable for injuries sustained by a tenant from a falling ceiling, the tenant having complained of the condition of the ceiling and expressed the intention of vacating the premises, and the agent having represented that he-had caused the ceiling to be examined and tested and that it had been found to he secure, when in fact no such test had been made.
In Jenkins v. Renfrew,2 the court quotes from Mechem on Agency. Sec. 721, as follows: "The law imputes to the principal, and charges him with all notice or knowledge relating to the subject matter of the agency, which the agent acquires or obtains while acting as such agent, and within the scope of his authority, or which he may previously have acquired, and which he then had in mind, or which he had acquired so recently as to reasonably warrant the assumption that he still retained it; provided, however, that such notice or knowledge will not be imputed: (1) where it is such as it is the agent's duty not to disclose, and (2) where the agent's relation to the subject matter, or his previous conduct, render it certain that he will not disclose it; and (3) where the person claiming the benefit of the notice, or those whom he represents, colluded with the agent to cheat or defraud the principal."
The failure of an agent to communicate to his principal information acquired by him in the course and within the scope of his agency is a breach of duty to his principal; but, as notice to the principal, it has the same effect as to third persons, as though his duty had been faithfully performed.3
"Undoubtedly a corporation is, in law, a person or entity entirely distinct from its stockholders and officers. It may have interest distinct from theirs. Their interest, it may be conceived, may be adverse to its interest, and hence has arisen against the presumption that their knowledge is its knowledge, the counter presumption that in transactions with it when their interest is adverse their knowledge will not be attributed to it. But while this presumption should be enforced to protect the corporation it should not be carried so far as to enable the corporation to become a means of fraud or a means to evade its responsibilities. A growing tendency is therefore exhibited in the courts, to look beyond the corporate form to the purpose of it and to the officers who are identified with that purpose."4
1 58 Misc. 210: 109 N. V. Suppl. 15 (1908).
2 66 S. E. (N. C.) 212 (1909).
3 Jenkins v. Renfrew, 66 S. K. (N. C.) 212 (1909); Cox v Pearce. 112 N. Y. 637; 20 N. E. 566; 3 L. R. A. 563; Saw Mfg. Co, v. Rutherford, 64 S. E. (W. Va.) 444.
4 McCaskill Co. v. United States, 216 U. S. 504; 30 Sup. Ct. 386 (1909); citing Cook on Corporations, Sec. 663, 664, 727; Simmons Creek Coal Co. v. Doran, 142 U. S. 417.