Legal Question in Construction Law in California

Is a Responsible Managing Employee (RME) in California legally resposible if the corpartion commits a crime, ex fraud? Is there anyway to protect the RME from such actions of the corparation?


Asked on 7/27/11, 6:17 am

2 Answers from Attorneys

Bryan Whipple Bryan R. R. Whipple, Attorney at Law

Yes, when a corporation commits a crime, the guilt can be attributed to the people managing the corporation.

There is an excellent general discussion of this entire topic to be found on line at http://www.weblocator.com/attorney/ca/law/b20.html#cab200100

Insurance against one's own criminal liability is probably going to be difficult to find, since it would be contrary to public policy to allow someone to avoid punishment for crime by allowing insurance to step in and pay a fine.

Finally, with respect to fraud, note that fraud can be civil (not criminal) in nature, as well as criminal, depending upon the specifics of the incident and the prosecutor's view of the matter, which will be influenced by the procedural differences as much as the facts.

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Answered on 7/27/11, 9:40 am

Mr. Whipple usually gives outstanding answers but he seems to have missed the mark on this one. If I understand your question, you are asking if the person who holds the CSLB contractors license to qualify the corporation for a corporate CSLB license (the RME) is automatically responsible for criminal fraud committed by the corporation. The answer to that question is "no." Who is legally responsible for criminal (or civil) fraud of a corporation depends on who is and who is not actually involved in the fraud. Illegal actions by officers and agents of a corporation are pretty much automatically attributed to the corporation, but that doesn't then make all the other officers and agents of the corporation personally guilty or liable. Guilt or liability turns on the actual facts of the case. The exception you need to be concerned with is that as the RME you are legally responsible for compliance with the Contractors License Law. That still would not make you criminally liable for a violation that you had no knowledge of or involvement with, and probably would not make you liable for civil wrongs as long as you weren't involved and didn't negligently allow them to happen. You probably would, however, be subject to CSLB discipline to and including revocation of your license, regardless of your involvement, since the CSLB holds you personally responsible for compliance with license requirements. As for what you can do to protect yourself, all you can do is insist that you have sufficient information flow and power within the corporation to know about and block any wrongful conduct. If you don't have that authority, your only option is to find another job or take your chances.

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Answered on 7/27/11, 10:28 am


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