Under the agent's immunity rule, an agent is not liable for conspiring with the principal when the agent is acting in an official capacity on behalf of the principal. (Applied Equipment Corp. v. Litton Saudi Arabia Ltd., supra, 7 Cal.4th at p. 512, fn. 4.)

This usually applies only to corporate principal, however, do courts also apply this rule to individual principals?


Yes. There is no distinction between an individual principal and the corporate one.

Now, vicarious or conspiracy liability has to be distinguished by direct participation liability which, in general, applies when an agent personally commits a tort and is liable as a result.

If the agent negligently drives a car in an official capacity causing injury to a third party, the agent is liable for having personally engaged in the negligent act, and the principal is vicariously liable, but neither party is liable as a co-conspirator.

On the other hand, generally an attorney acting in the scope of the representation as an agent for a client will not be liable as a conspirator with the client for the conduct of conduct that an attorney engages in connection with representing the client.

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Civil conspiracy "is not a cause of action but a legal doctrine that imposes liability on persons who, although not actually committing a tort themselves, share with the immediate tortfeasors a common plan or design in its perpetration." Applied Equipment Corp. v. Litton Saudi Arabia Ltd., 869 P. 2d 454 - Cal: Supreme Court 1994

Good question. It really depends upon the criminality level of the fraud [conspiracy] and the good faith immunity of the actor. Weather as agent or in individual capacity.

Good faith immunity, is a principle that allows a defendant to claim ignorance or mistake (accident) for an act or omission that injures another.

However in an official (agents) capacity, the actor has an obligation to exercise every level of care in the performance of their office. This is known as the "good behavior" principle.

So if the circumstances show that the individual actor knew of a crime that occurred while on duty. Which would be self-evident if as agent on duty, they actively contributed to offense, and they should have known that the act at least had the potential to injure someone. And they did nothing to stop or report it. They will be accessory to the fact and possibly criminally and civilly liable for damages as a conspirator.

Unless one is in the military, there is no, "I was just following orders" defense. And this particular case has a connection to a military contractor.

Litton's general contract to provide a military defense communication and control system to the Kingdom of Saudi Arabia.

Further that immunity rule only applies to a corporate decision to break a business deal or contract. Not actually a conspiracy per se which is a criminal tort or trespass of Law. Contracts are a tort in Equity.

In Gruenberg v. Aetna Ins. Co. (1973) 9 Cal.3d 566, 576 [108 Cal. Rptr. 480, 510 P.2d 1032], the insured sued, as agents of its insurer, an insurance adjusting firm and one of its employees who had processed the insured's claim on the insurer's behalf. We declined to impose liability on the 5122 adjusting firm and its employee for tortious breach of the covenant of good faith and fair dealing. In explaining our decision, we relied on two independent principles: (1) the "non-insurer defendants were not parties to the agreements for insurance; therefore, they [were] not, as such, subject to an implied duty of good faith and fair dealing"; and (2) duly acting agents and employees cannot be held liable for conspiring with their own principals (the "agent's immunity rule"). (Ibid.)

Apparently due to economic duress, it is presumed that the agent has no authority to question the principal. However it still depends on the gravity of the offense and the knowledge of the agent.

The rule "derives from the principle that ordinarily corporate agents and employees acting for or on behalf of the corporation cannot be held liable for inducing a breach of the corporation's contract since being in a confidential relationship to the corporation their action in this respect is privileged." (Id. at pp. 72-73.) We have endorsed and applied the agent's immunity rule as expressed in Wise (e.g., Shoemaker v. Myers (1990) 52 Cal.3d 1, 24-25 [276 Cal. Rptr. 303, 801 P.2d 1054]; Gruenberg, supra, 9 Cal.3d at p. 576; Doctors' Co., supra, 49 Cal.3d at p. 45). Nothing in this decision is intended to abrogate or impair the agent's immunity rule.

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