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Select the two of the scenarios listed below and explain the best solution for each. Include comments related to any ethical issues that arise. Support your responses with appropriate cases, laws and other relevant examples by using at least one scholarly source 

Scenario I – Business Organizations

Yolanda, Ginny, and Sara met while working for the Campus Subs in Knoxville, Tennessee. Yolanda was attending college to earn a business degree in hospitality. Ginny was attending culinary school to become a chef, and Sara was a recent graduate in sales and marketing. The three ladies decided to open their own soup and sandwich restaurant on wheels, also known as a food truck. They planned to start small with one truck but had big dreams to own a whole fleet of trucks that served a variety of foods.

Yolanda took a business law class and remembers there are several forms for organizing businesses. The ladies have come to you for advice about the various forms of business organizations.

  • Evaluate three forms of business organizations including advantages and disadvantages related to the business the ladies plan to operate. At least one of the options must be the LLC or LLP.
  • Select a business form for the friends and defend your choice.
  • Explain the requirements for starting that form of business in your state.

Scenario 2—LLC Liability

Plaintiffs Karl and Ginny Drake were injured by lead paint while living in a house owned by Riverwood Homes, LLC.  The plaintiffs sued Bill Ding, a member of the LLC at the time it owned the property, alleging that he was liable for their injuries.  Ding had limited involvement with the property.  He has never visited the property, and neither he nor the LLC was aware that the plaintiffs were occupying the property until after the LLC acquired it.  Once they realized this fact, they took legal action to have the plaintiffs removed.  The applicable housing code imposes liability on any individual who “owns, holds, or controls” the title to the property.

  • Is Ding liable for the plaintiffs’ injuries?
  • What are the policy arguments in favor of both parties?

173

VICARIOUS SUPERVISORY LIABILITY IN THE

LLP, LLC, AND CORPORATION: TIME TO DO

AWAY WITH THE LAST VESTIGE

OF THE GENERAL PARTNERSHIP

NICHOLAS C. MISENTI*

I. (INTRODUCTION

The doctrine of respondeat superior is not applicable to the

relationship between a supervisor and his subordinate

employees. The supervisor occupies an economic and legal

position quite different from that of the employer. It is not

the supervisor’s work that is being performed, nor does he

share in the profits which the employees’ conduct is

designed to produce. In the usual situation, furthermore, he,

like his subordinates, is a wage earner, and he is seldom able

to respond in damages to an appreciably greater extent than

they. For these reasons, the law has shifted financial

responsibility from the supervisor, who exercises immediate

control, to the employer, who exercises ultimate control and

for whose benefit the work is done.1

Exceptions to limited liability may be most closely

associated with the LLP. When the LLP was first created in

Texas, partners were not provided full limited liability.

(Instead, legislators partially retained vicarious liability from

the general partnership in the first version of the LLP.

Specifically, partners in an LLP remained vicariously liable

* J.D., CPA. (
1 California Supreme Court Chief Justice Robert Traynor, explaining

why vicarious supervisory liability is inappropriate. Malloy v. Fong, 37

Cal. 2d 356, 378-9, 232 P.2d 241, 254-5 (Sup. Ct. 1951).

174

for the acts and omissions of non-partner employees and

agents, and for the general debts of the partnership.2

However, one exception to limited liability, in the

form of vicarious liability, predates the LLP: namely,

vicarious supervisory liability.3 This exception first

appeared in the corporation, in the 1960s when professionals

were first allowed to incorporate. Today, this exception

exists in many states in the corporation, LLC, and LLP.

(Vicarious supervisory liability generally applies only in

entities that provide professional services, although at least

one state, Connecticut, applies this exception to all LLPs.4

Recent literature has not examined the underpinnings

for this exception to limited liability. It has essentially gone

unnoticed and unchallenged.5 Why vicarious supervisory

liability exists at all is unclear. (Different theories can be

envisioned that could possibly support vicarious supervisory

liability. (The history of prohibitions on professionals

incorporating, and the history of the first LLP in Texas, offer

2 Elizabeth S. Miller, The Perils and Pitfalls of Practicing Law in A

Texas Limited Liability Partnership, 43 Tex. Tech L. Rev. 563, 564

(2011). Another way of looking at it is that the initial version of the

LLP in Texas only eliminated mutual agency, so that partners would

not be vicariously liable for the acts and omissions of the other

partners.
3 A typical version of the exception makes someone vicariously liable

for the acts and omissions of another person who they directly

supervise and control to the person who is being rendered professional

services. (See, e.g., 8 Del. C. 1953, §608.
4 CGS Sec. 34-327(d). (Strangely, in contrast to the LLP, CT applies

vicarious supervisory liability only to corporations and LLCs that

provide professional services. No explanation for this inconsistency can

be found.
5 The literature has focused solely on what is “direct supervision and

control” that could trigger vicarious liability, without questioning why

the exception exists. See, e.g., Susan Saab Fortney, Professional

Responsibility and Liability Issues Related to Limited Liability Law

Partnerships, 39 S. Tex. L. Rev. 399, 439–40 (1998).

175

some insights as to its origin. However, in the end, the

possible theories that could support vicarious supervisory

liability lack merit. There are also inconsistencies in

whether, or how, states apply vicarious supervisory liability,

and inconsistencies within the same state as to how the

exception applies to a corporation, LLC, or LLP. (The

general partnership can be seen as the basis for vicarious

supervisory liability. (However, in some states, vicarious

supervisory liability applies to classes of supervisors in a

corporation and LLC who would not have vicarious

supervisory liability in a general partnership. (There seems

to be no well-reasoned explanation for these inconsistencies,

but states which are leading the way, such a s Texas,

demonstrate that the time has come to do away with

vicarious supervisory liability.

II. COMMON VERSIONS OF VICARIOUS SUPERVISORY

LIABILITY

A. The Professional Corporation Models

States generally limit vicarious supervisory liability

to professional corporations. (However, exactly who in a

professional corporation is potentially subject to vicarious

supervisory liability varies by state. (Several different

models exist. (

1. The “Any Person” Model

A common version of vicarious liability in the

corporation makes any person (director, officer, shareholder,

agent, or employee) of the corporation personally liable for

the acts and omissions of any person under his or her direct

supervision and control. Liability extends to any persons

receiving professional services from the business and

176

harmed by the acts and omissions. (For example, Delaware,6

Connecticut,7 Florida,8 New York,9 New Jersey,10 Illinois,11

and Washington State12 follow this model. (

Delaware has a typical provision:

Any officer, employee, agent or

shareholder of a professional

corporation shall remain personally

and fully liable and accountable for

any negligent, wrongful acts, or

misconduct committed by such

person, or by any person under such

person’s direct supervision and

control, while rendering professional

services on behalf of the professional

corporation to the person for whom

such professional services were being

rendered.13

Connecticut has a slightly different provision that omits

shareholders from the mix:

. . . any officer, agent or employee of a

corporation … shall be personally liable and

accountable only for negligent or wrongful

acts or misconduct committed by him, or by

any person under his direct supervision and

control, while rendering professional services

6 8 Del. C. 1953, §608
7 CGS Sec. 33-182e.
8 Fl Stat. §621.07.
9 NY Business Corporation Law §1505 (McKinney).
10 NJ REV STAT SECTION 14A:17-8.
11 IL 805 ILCS 10/8.
12 Washington PC Statute §18.100. 070.
13 8 Del. C. 1953, §608.

177

on behalf of the corporation to the person for

whom such professional services were being

rendered . . ..14

The omission of shareholders from the Connecticut

statute is of no practical significance, since any shareholder

directly supervising and controlling employees would also

be an employee/agent of the corporation.

2. The “Shareholder” Model

Oregon takes a narrower approach and makes only

shareholders vicariously liable for the acts and omissions of

any person under his or her direct supervision and control to

any persons receiving professional services:

In the rendering of specified professional

services on behalf of a domestic professional

corporation to a person receiving the service

or services, a shareholder of the corporation

is personally liable as if the shareholder were

rendering the service [ ] as an individual, only

for negligent or wrongful acts or omissions or

misconduct committed by the shareholder, or

by a person under the direct supervision and

control of the shareholder. 15

14 CGS Sec. 33-182e.
15 2017 ORS 58.185(3).

178

3. The “No Vicarious Supervisory Liability” Model

Some states, such as Texas, make no liability distinction

between professional and other corporations and thus do not

impose vicarious supervisory liability on any corporation.16

This model is consistent with the concept of a separate legal

entity. (

B. The LLC Vicarious Liability Models

States also take different approaches to vicarious

supervisory liability in the LLC. States apply the “Any

Person” or the “No Vicarious Supervisory Liability” models.

There is no discernable explanation as to why no states

appear to apply the “Shareholder” model to LLCs and

instead apply vicarious supervisory liability only to

Members. (

1. The “Any Person” Model

Connecticut, New York, and Illinois follow the “Any

Person” Model.17 The Illinois professional LLC statute has

a typical provision:

Any manager, member, agent, or employee

of a professional limited liability company

shall remain personally and fully liable and

accountable for any negligent or wrongful

acts or misconduct committed by him or her

or by any person under his or her direct

supervision and control while rendering

professional services on behalf of the

professional limited liability company.18

16 See, e.g., Tex. Bus. & Comm. Code Sec. 301.010.
17 CGS Sec. 34-251a(c), N.Y. P’ship Law § 26(c)i (McKinney), 805

ILCS 185/35.
18 805 ILCS 185/35.

179

This LLC model in Connecticut, New York, and Illinois is

at least consistent with the corporate models in these states,

but that also means it suffers from the same faults.19

2. The “No Vicarious Supervisory Liability” Model

Some states apply the “No Vicarious Liability”

Model to LLCs, even when they impose that vicarious

supervisory liability in the corporation. (Thus, while

Delaware imposes the “Any Person” model in the

corporation, it applies the “No Vicarious Supervisory

Liability model in the LLC.20 Similarly, Oregon applies the

narrower “Shareholder” model in the corporation, but it does

not impose vicarious liability at all in the LLC.21 The most

likely explanation for these inconsistencies seems to be that

the corporate statutes have not been updated since the

statutory creation of the LLC entities in those jurisdictions.

(On the other hand, the Illinois professional LLC statute that

applies the “Any Person” model of vicarious supervisory

liability in professional service LLCs is fairly new.22

C. The LLP Vicarious Liability Models

1. The “Any Person” Model

New York adopts the “Any Person” model for

LLPs.23 Thus, New York consistently applies this model

across all three types entities. (This due to the somewhat

unusual fact that one statutory provision applies to all

professional entities in New York. While New York has

more consistency than most states, why there would be

19 These faults are discussed below in subpart I.D, infra.
20 Del Stat. Title 6 § 18-303.
21 Or Stat. 63.165.
22 IL P.A. 99-227, eff. August 3, 2015.
23 N.Y. P’ship Law § 26(c)i (McKinney).

180

greater exposure to vicarious supervisory liability in a

corporation, LLC, and LLP than in a general partnership

remains unclear.

2. The “Shareholder” Model

In contrast, Connecticut imposes vicarious

supervisory liability only on partners in an LLP.24 This is

consistent with the “Shareholder” model some states use for

corporations and general partnerships. However, it is not

consistent with the “Any Person” model that Connecticut

applies to corporations and LLCs. Why Connecticut imposes

liability to corporations and LLCs yet uses a different

standard for LLPs defies explanation. (Still stranger is the

fact that Connecticut makes no distinction between

professional and other LLPs, and instead imposes vicarious

supervisory liability in all LLPs. (Connecticut provides that

limited liability in an LLP “shall not affect the liability of a

partner in a registered limited liability partnership for his

own negligence, wrongful acts or misconduct, or that of any

person under his direct supervision and control.”25 This

creates the anomaly that a person who will not provide

professional services can form a Connecticut corporation or

LLC, instead of an LLP, and thereby avoid vicarious

supervisory liability all together. (

3. The “No Vicarious Supervisory Liability” Model

Ironically, Texas, the birthplace of vicarious

supervisory liability,26 no longer applies vicarious

supervisory liability in the LLP. (Texas law provides that:

24 CGS Sec. 34-327(d).
25 Id.
26 For a discussion of the history of the Texas LLP statute, see Robert

W. Hamilton, Registered Limited Liability Partnerships: Present at the

Birth (Nearly), 66 U. Colo. L. Rev. 1065 (1995).

181

An owner, managerial official, employee, or

agent of a professional entity . . . is not

subject to the same liability imposed on the

professional entity under this section. 27

The application in Texas of a single statutory provision to all

professional entities is unusual. (New York also has a single

statutory provision that applies to all professional entities.

(However, unlike Texas, New York applies the “All

Persons” model to all professional entities.28

D. Flaws in the “Any Person” Model

The “Any Person” model reduces exposure to

vicarious liability for a shareholder/owner of a corporation,

as compared to a general partner in a general partnership,

because vicarious liability of a shareholder is limited to

vicarious supervisory liability. In a general partnership, the

general partners have unlimited vicarious liability because

they are in essence the business. (However, that vicarious

liability is limited to the general partners in a general

partnership. The “Any Person” model in the corporation

creates the anomaly that a nonowner (director, officer, agent,

or employee) would have less exposure to vicarious

supervisory liability in a general partnership than in a

corporation. (It is unclear that this is a result specifically

contemplated by the legislature, and instead is an illustration

of the often irrational nature of vicarious supervisory

liability.

27 Tex. Bus. Org.’s Code Sec. 301.010(b).
28 N.Y. P’ship Law § 26(c)i (McKinney).

182

E. Flaws in the “Shareholder” Model

The “Shareholder” approach is consistent with the

general partnership model. (But it is not free of serious

faults. (Multiple theories could explain the imposition of

vicarious supervisory liability upon an owner of a separate

legal entity, such as a corporation. (One theory posits that,

but for vicarious liability, a shareholder could escape

personal lability for wrongdoing, such as negligently

supervising an employee. (However, this theory lacks merit

since personal liability for wrongdoing, including direct and

supervisory negligence, is a well-established exception to

limited liability in a corporations, LLCs, and LLPs.29

Another potential theory is that professionals owe a

“super duty” to patients and clients, such that they guarantee

the work of persons they directly supervise. (If that is the

case, then this model produces a peculiar outcome in that a

non-shareholder supervisors will escape vicarious liability.

(In short, there is no justification for vicarious supervisory

liability under the Shareholder Model.

III. THE ROOT OF VICARIOUS SUPERVISORY LIABILITY:

VICARIOUS LIABILITY IN THE GENERAL PARTNERSHIP

Before the 1960s, professionals were denied the right

to incorporate and were therefore relegated to operating in

general partnership or sole proprietorship entities.30 A

29 See, e.g., Jane Doe, et al. v. Chad Coe, et al., 2019 IL 123521 (May

23, 2019). (See also, Nicholas Misenti, Personal Liability for

Commission of a Tort: A Significant, and Often Overlooked, Exception

to Limited Liability in the LLC and Corporation October

2016 Southern Journal of Business & Ethics, Volume 8 (2016), p. 11.
30 Thill, Debra L., The Inherent Powers Doctrine and Regulation of the

Practice of Law: Will Minnesota Attorneys Practicing in Professional

Corporations or Limited Liability Companies be Denied the Benefit of

Statutory Liability Shields?, William Mitchell Law Review: Vol. 20:

183

general partnership is an undesirable entity in which to

operate a business. Vicarious liability is the hallmark of the

general partnership. (Each partner in a general partnership is

an agent of the partnership.31 Respondeat superior makes a

principal vicariously liable for all of the acts and omissions

of an agent that are committed while carrying out the

principal’s business.32 Partners in a general partnership have

joint and several liability for the partnership’s debts.33 The

result is that a partner in a general partnership is vicariously

liable for the acts and omissions of all partners and

employees of the partnership committed in the course of the

partnership’s business.34

State legislatures have expressed outright hostility to

the idea of professionals, in particular lawyers and

physicians, incorporating.35 Even when professionals have

been allowed to incorporate, this hostility has continued as

states adopted varying restrictions on limited liability. (The

majority of states adopted vicarious supervisory liability as

the exception.36 It is this vicarious supervisory liability that

Issue. 4, Article 7, 1143 (1994)).

Available at: http://open.mitchellhamline.edu/wmlr/vol20/iss4/7.

George A. Buchmann, Jr. and Ralph H. Bearden, Jr., The Professional

Service Corporation – A New Business Entity, University of Miami

Law Review XVI No. 1, p. 1, Fall 1961.
31 UPA Section 301(1).
32 Restatement (Second) of Agency § 219 (1958).
33 UPA Section 306(a).
34 Unif. Ltd. P’ship Act § 404(a) (2001). Lauris G.L. Rall, A General

Partner’s Liability Under the Uniform Limited Partnership Act (2001),

37 Suffolk U. L. Rev. 913, 926 (2004).
35 Will Minnesota Attorneys Practicing in Professional Corporations or

Limited Liability Companies be Denied the Benefit of Statutory

Liability Shields?, William Mitchell Law Review: Vol. 20: Issue. 4,

Article 7, p. 1143, 1154-5, fn 68.Available at:

htp://open.mitchellhamline.edu/wmlr/vol20/iss4/7.
36 Thill, Debra L., The Inherent Powers Doctrine and Regulation of the

Practice of Law: Will Minnesota Attorneys Practicing in Professional

Corporations or Limited Liability Companies be Denied the Benefit of

184

exists today in the corporation, LLC, and LLP. (Thus, an

understanding the history of the prohibition on professionals

incorporating is important.

IV. (THE PROHIBITION AGAINST PROFESSIONALS

INCORPORATING AS THE ORIGIN

OF VICARIOUS SUPERVISORY LIABILITY

The lifting of the prohibition on professionals

incorporating in the 1960s marks the first appearance of

vicarious supervisory liability in the corporation. Therefore,

it is important to understand why this prohibition existed,

and why it was lifted. (In his 1958 article, H. Bradley Jones

examined the rationales underling the prohibition against

professionals incorporating.37 Jones summarized this

rationale as follows:38

1. A corporation itself cannot practice a profession
because it cannot meet licensure requirements, such

as minimum education and testing requirements

(“corporate licensure rationale”);

2. A professional relationship is personal, and a
corporation itself cannot engage in a personal

relationship (“personal relationship rationale”);

3. Incorporation by professionals would undermine a
professional’s primary duty is to his client or patent

because a professional would be beholden to the

corporation (“primary duty rationale”);

Statutory Liability Shields?, William Mitchell Law Review: Vol. 20:

Issue. 4, Article 7, p. 1143, 1154, fn 68 (1994).

Available at: htp://open.mitchellhamline.edu/wmlr/vol20/iss4/7
37 H. Bradley Jones, The Professional Corporation, Fordham Law

Review, Volume 27, Issue 3, Article 3 (1958). (Bradley also proposed a

model professional corporations statute with characteristics that were

eventually adopted into law, including the requirement that all

shareholders be licensed in the same profession. (Id., at pp 360-3.
38 Id., at pp 354-5.

185

4. A “middle-man” should not be inserted between a
professional and his patent or client (“middle-man

rationale”);

5. The contract for professional services would be
between the patient or client and the corporation, not

the professional, thus relieving the professional of

any duties to the patient or client (“contract

rationale”);

6. Even if all shareholders were licensed processionals,
transfer of their shares to unlicensed individuals

could occur (“unlicensed professionals rationale”);

7. A corporation itself cannot be suspended from
professional practice because it cannot be licensed to

practice a profession in the first place (“professional

discipline rationale”); and

8. Incorporation by professionals is unethical because a
corporate limited liability shield would prevent

professionals from being sued for negligence, and in

particular, for medical malpractice (“personal

liability shield rationale”).

An examination of these rationales shows that they are, at

best, questionable and many may fairly be described as

specious.

A. (The Corporate Licensure Rationale

The corporate licensure rationale is but a truism. (It

is true that an inanimate entity cannot meet educational,

testing, and experience requirements to obtain a professional

license, but that is not relevant. As early as 1938,

commentators argued that the purpose of professional

licensing statutes was being misconstrued and that there was

no reason a corporation would need to be licensed to practice

186

a profession.39 Licensing statutes are designed to protect the

public by ensuring that the individuals actually practicing the

profession are competent; licensing individuals fulfills this

purpose. While allowing laymen shareholders to direct

professionals in a corporation could present an issue, that

issue is easily resolved, and the purpose of licensing statutes

fulfilled, simply by requiring that all shareholders be

licensed in the same profession.40

B. (The Personal Relationship Rationale

The personal relationship rationale is another

example of a truism. It is true that an inanimate entity cannot

engage in a personal relationship. (However, it is also true

that professionals within the corporation, and not the

corporation itself, actually provide the services to patients

and clients, and in this process they can, and do, establish

personal relationships with patients and clients, thus making

the personal relationship rationale irrelevant. (It also

appears that the personal relationship rationale is a different

expression of some of the other rationales, including the

corporate licensure and middle-man rationales, and may

have been designed to provide a further underpinning for the

penultimate rationale, the personal liability shield rationale.

C. (The Primary Duty Rationale

The primary duty rationale posits that a professional

with an employer would be beholden to the employer, and

put the employer’s interests, including maximizing profits,

ahead of the interests of the client or patient. This rationale

appears to be based on the mistaken belief that duties of the

39 Note, Right of Corporation to Practice Medicine, 48 Yale L.J. 346,

348 (1938).
40 Id, at p. 348.

187

professional to a corporation necessarily would supplant the

duties of the professional to the patient or client.41 This

rationale also fails to recognize that a professional who has

not incorporated has the same objective of making money,

and may put his financial interests ahead of the patient’s or

client’s interest. The introduction of the corporation does not

change that argument. The issue, that laymen shareholders

with no understanding of the profession and only a profit

motive could direct professionals to put the corporation’s

interests before the patient’s or client’s interests, also

presents itself here.42 Again, this issue is easily resolved

simply by requiring that all shareholders be licensed in the

same profession.

D. (The Middle-Man Rationale

The middle-man rationale may be the weakest

rationale of all. (Simply put, it is hard to explain how an

inanimate entity could physically impose itself between a

professional and a patient or client. A corporation could not

be in the room interfering with the professional’s

relationship with a patient or client. (Nor could a corporation

affirmatively act to undermine the professional’s

relationship with a patient or client. (In short, this rationale

is not born out in the real world. (The middle-man argument

is most closely related to the contract rationale.

41 See, e.g., In re Co-operative Law Co., 198 N.Y. 479 (1910), where

the New York Appellate Court invalidated a corporation that was

established to practice law. The court offered the typical rationale,

including the idea that if lawyers were allowed to incorporate, they

“would be subject to the directions of the corporation, and not to the

directions of the client”, and “the attorney would be responsible to the

corporation only.” Id., at 483-4.
42 In re Co-operative Law Co., supra, at 483.

188

E. (The Contract Rationale

If a corporation is used to provide professional

services, the contract rationale theorizes that the contract for

professional services would be between the patient or client

and the corporation, but not the professional. (While it is also

true that the corporation would be inserted between the

patient or client and the professional, the professional’s

duties to a patient or client do not arise only from the

contract. (Stated differently, even if the contract were

between the patient or client and the corporation, the

professional would still owe duties to the patient or client.43

The lack of contractual duties does not extinguish duties,

such as those that arise under tort law. (Tort duties arise and

exist independently of contract duties.

The economic loss doctrine needs to be considered

here. (This doctrine provides that, where a contract exists

between a plaintiff and defendant, and damages are solely

economic in nature, a tort action is barred, and the only

remedy is for breach of contract.44 This would seem, at first

glance, to provide a basis for the contract rationale.

However, there are two relevant exceptions to the economic

loss doctrine which are universally applied: a tort action is

allowed where the professional services are involved, or

where personal injuries occurred.45 In short, the contract

rationale lacks merit.

43 In In re Co-operative Law Co, the New York Appellate Court opined

that if a contract for legal services existed between a corporation and

the client, “There would be neither contract nor privity between him

and the client, and he would not owe even the duty of counsel to the

actual litigant.” In re Co-operative Law Co., supra, at 483.
44 For a discussion of the economic loss doctrine, see Nicholas Misenti,

Personal Liability for Commission of a Tort: A Significant, and Often

Overlooked, Exception to Limited Liability in the LLC and

Corporation, Southern Journal of Business & Ethics , Volume 8

(2016), p. 11, 27.
45 Id., at 29.

189

F. (The Unlicensed Professionals Rationale

The unlicensed professionals rationale is easily

addressed by requiring shareholders to members of the same

profession, and prohibiting transfers to laymen, which is

what H. Bradley Jones suggested in 1958,46 and what

ultimately became law when professionals were allowed to

incorporate.47

G. (The Professional Discipline Rationale

The professional discipline rationale is similarly

without merit. It is true that a corporation itself is not

licensed for professional practice because it cannot meet the

education, experience, and testing requirements of a

profession. Therefore, a corporation itself cannot be

suspended from professional practice. However, the

individual shareholders, who are actually engaged in the

professional practice, are licensed and subject to discipline,

resulting in the adequate protection for the public.

H. (The Personal Liability Shield Rationale

This leaves the penultimate argument against

professionals incorporating, and by implication for vicarious

supervisory liability: the mistaken belief that limited

liability shields professionals from liability for their own

wrongdoing. (While this fear has engendered the

development of vicarious supervisory liability, it is

unfounded. …

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