California Criminal Jury Instructions (CALCRIM) (2017)

451. Liability of Corporate Officers and Agents: Two Theories of Liability

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451.Liability of Corporate Officers and Agents: Two Theories of
Liability
The defendant is charged [in Count ] with <insert
offense charged> while acting as an (officer/ [or] agent) of a corporation.
The People must prove that the defendant either personally committed
or was a direct participant in the crime charged. The fact that the
defendant is an (officer/ [or] agent) of the corporation is not sufficient
by itself to support a finding of guilt.
To prove that the defendant personally committed the crime charged,
the People must prove that the defendant <insert
description of conduct alleged in offense>.
To prove that the defendant was a direct participant in the crime
charged, the People must prove that:
1. The defendant had the authority to control <insert
description of conduct alleged in offense>;
[AND]
2. The defendant (failed to/authorized/caused/permitted)
<insert description of conduct alleged in offense>(;/.)
<Alternative 3A: Give if offense alleged requires only knowledge or
general criminal intent.>
[AND
3. The defendant knew <insert description of knowledge
about conduct alleged in offense>(;/.)]
<Alternative 3B: Give if offense alleged requires specific intent.>
[AND
3. When the defendant acted, (he/she) intended to ___________
<insert description of specific intent required>.]
New January 2006
BENCH NOTES
Instructional Duty
The court has a sua sponte duty to give this instruction in any case where the
defendant is charged as the officer or agent of a corporation. (See Sea Horse
Ranch, Inc. v. Superior Court (1994) 24 Cal.App.4th 446, 456–458 [30 Cal.Rptr.2d
681]; Otis v. Superior Court (1905) 148 Cal. 129, 131 [82 P. 853].) Repeat this
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instruction for each offense, inserting the specific requirements for that offense.
If the prosecution alleges only one theory of liability, do not give this instruction.
Give CALCRIM No. 450, Liability of Corporate Offıcers and Agents: Single
Theory of Liability.
Give element 3A if the alleged offense requires knowledge or general criminal
intent by the defendant. (See Sea Horse Ranch, supra, 24 Cal.App.4th at pp.
456–458; People v. Epstein (1931) 118 Cal.App. 7, 10 [4 P.2d 555].) Give element
3B if specific intent is required. If a strict-liability offense is alleged, give only
elements 1 and 2. (See People v. Matthews (1992) 7 Cal.App.4th 1052, 1062 [9
Cal.Rptr.2d 348].)
For an example of how to complete this instruction, see the Bench Notes to
CALCRIM No. 450, Liability of Corporate Offıcers and Agents: Single Theory of
Liability.
It is unclear if the court is required to instruct on unanimity. For a discussion of
instructional requirements on unanimity, see CALCRIM No. 3500, Unanimity.
AUTHORITY
• Liability of Corporate Officer or Agent. Sea Horse Ranch, Inc. v. Superior
Court (1994) 24 Cal.App.4th 446, 456–458 [30 Cal.Rptr.2d 681]; see People v.
Matthews (1992) 7 Cal.App.4th 1052, 1062 [9 Cal.Rptr.2d 348]; Otis v.
Superior Court (1905) 148 Cal. 129, 131 [82 P. 853].
Secondary Sources
1 Witkin & Epstein, California Criminal Law (3d ed. 2000) Introduction to Crimes,
§§ 95–96.
6 Millman, Sevilla & Tarlow, California Criminal Defense Practice, Ch. 140,
Challenges to Crimes, § 140.12 (Matthew Bender).
452–459. Reserved for Future Use
AIDING AND ABETTING CALCRIM No. 451
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