How to Use the Agent and Employee Immunity Defense in California Civil Conspiracy Cases
Introduction
Under California law, agents and employees generally cannot be held liable as coconspirators with their employer for acts done in an official capacity on behalf of the company, unless they act for their own personal benefit. This "agent's immunity rule" recognizes that a corporation can only act through its agents, and does not conspire with itself.
Zumbrun v. Univ. of S. Cal., 25 Cal. App. 3d 1, 12 (Ct. App. 1972); Black v. Bank of Am., 30 Cal. App. 4th 1, 6 (Ct. App. 1994).
Essential Elements of the Immunity Defense
A defendant invoking this affirmative defense must prove both:
The individual was acting in their official capacity for the corporation or other entity;
The individual was not acting to advance their own personal interests.
Rickley v. Goodfriend, 212 Cal. App. 4th 1136, 1157 (Ct. App. 2013).
Exceptions and Limits
Immunity does not apply if the agent or employee is acting outside their duties or is motivated by personal gain or advantage. Conspiracy liability may arise for employees who act for their own interests rather than the corporation’s. Skarbrevik v. Cohen, 231 Cal. App. 3d 692, 709 (Ct. App. 1991).
Practical Guidance for Clients
When defending a conspiracy claim as an agent or employee, gather and present evidence showing all acts were within official duties and for the employer’s benefit, not personal interest.
Plaintiffs seeking to overcome this defense should focus on facts and evidence indicating any pursuit of personal advantage by the individual defendant.
Corporations should ensure clear role documentation and supervision, especially in actions that could create liability.
Bottom Line
The agent and employee immunity rule is a strong defense to conspiracy claims for acts done within an official capacity, but does not shield personal acts or acts for individual gain. Carefully assessing motives and interests is critical for both sides in conspiracy litigation.
Citations
Zumbrun v. Univ. of S. Cal., 25 Cal. App. 3d 1 (Ct. App. 1972); Black v. Bank of Am., 30 Cal. App. 4th 1 (Ct. App. 1994); Rickley v. Goodfriend, 212 Cal. App. 4th 1136 (Ct. App. 2013); Skarbrevik v. Cohen, 231 Cal. App. 3d 692 (Ct. App. 1991); Applied Equipment Corp. v. Litton Saudi Arabia Ltd., 7 Cal. 4th 503 (Cal. 1994).
