COURT OF APPEALS OF VIRGINIA 

Present: Judges Benton, Elder and Annunziata 

Argued at Salem, Virginia 

DELANO COMPTON, S/K/A 

 WILLIAM LUTHER DELANO COMPTON 

 OPINION BY 

v. Record No. 1119-95-3 JUDGE ROSEMARIE ANNUNZIATA 

 JULY 30, 1996 

COMMONWEALTH OF VIRGINIA 

FROM THE CIRCUIT COURT OF SMYTH COUNTY 

Charles H. Smith, Jr., Judge 

 Thomas R. Scott (Street, Street, Street, 

Scott & Bowman, on brief), for appellant. 

 Steven A. Witmer, Assistant Attorney General 

(James S. Gilmore, III, Attorney General, on 

brief), for appellee. 

 Following a bench trial, appellant, William Luther Delano 

Compton, was convicted of fraudulent conversion of property in 

violation of Code § 18.2-115, sentenced to three years 

imprisonment, all of which was suspended, and placed on three 

years probation. Appellant contends that his signature did not 

appear on the lease agreement and, therefore, the evidence is 

insufficient to support his conviction. We disagree and affirm. 

 I. 

 When considering the sufficiency of the evidence on appeal 

in a criminal case, this Court views the evidence in a light most 

favorable to the Commonwealth, granting to it all reasonable 

inferences fairly deducible therefrom. Higginbotham v. 

Commonwealth, 216 Va. 349, 352, 218 S.E.2d 534, 537 (1975). On 

review, this Court does not substitute its own judgment for that 
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of the trier of fact. Cable v. Commonwealth, 243 Va. 236, 239, 

415 S.E.2d 218, 220 (1992). The trial court's judgment will not 

be set aside unless it appears that the judgment is plainly wrong 

or without supporting evidence. Code § 8.01-680; Josephs v. 

Commonwealth, 10 Va. App. 87, 99, 390 S.E.2d 491, 497 (1990) (en 

banc) (quoting Martin v. Commonwealth, 4 Va. App. 438, 443, 358 

S.E.2d 415, 418 (1987)). 

 Timberland Log and Lumber, Inc., d/b/a/ Timberland of 

Saltville, Timberland Log and Lumber ("Timberland"), and Compton 

Logging, Inc. ("Compton Logging"), entered a lease agreement in 

which Timberland agreed to lease to Compton Logging a sawmill and 

certain related equipment. The lease provided, inter alia, that 

(1) Timberland would continue to own the leased equipment until 

the lease terms had been fully complied with; and (2) Compton 

Logging would not sell or otherwise part with possession or 

control of the equipment without Timberland's written consent. 

 The court found, and appellant conceded at trial, that 

appellant acted as Compton Logging's agent. Timberland's former 

secretary and treasurer, Ralph Williams, testified that appellant 

negotiated the terms of the lease on behalf of Compton Logging. 

Williams' testimony was corroborated by Timberland's former 

president, Vencil Minton. Williams further testified that the 

lease embodied the terms of the agreement reached with appellant, 

that appellant was present when the lease was signed, and that 

appellant directed that the lease be signed on behalf of Compton 
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Logging. 

 After Compton Logging fell behind in its lease payments, 

Williams brought the arrearages to appellant's attention. 

Appellant assured him "something would be done." Upon his return 

to the sawmill, however, Williams found it abandoned and some of 

the leased items, including a bulldozer and a loader, were later 

found missing. During his investigation of the case, Officer 

Danny Waddell of the Smyth County Sheriff's Office took a 

statement from appellant. Appellant stated that both the 

bulldozer and the loader had been sold or traded to an equipment 

company in West Virginia. He further stated, "I traded these 

pieces of equipment about October or November of last year." 

With respect to certain trailers and trucks leased to Compton 

Logging, appellant stated, "They were junk when I bought or 

leased them." Williams denied that Timberland had given 

permission to sell the bulldozer and loader. Moreover, no 

evidence of written consent to sell the equipment as required by 

the terms of the lease was presented. 

 II. 

 Code § 18.2-115 provides in part: 

 Whenever any person is in possession of 

any personal property, including motor 

vehicles or farm products, in any capacity, 

the title or ownership of which he has agreed 

in writing shall be or remain in another, or 

on which he has given a lien, and such person 

so in possession shall fraudulently sell, 

pledge, pawn or remove such property from the 

premises where it has been agreed that it 

shall remain, and refuse to disclose the 

location thereof, or otherwise dispose of the 
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property or fraudulently remove the same from 

the Commonwealth, without the written consent 

of the owner or lienor or the person in whom 

the title is, or, if such writing be a deed 

of trust, without the written consent of the 

trustee or beneficiary in such deed of trust, 

he shall be deemed guilty of the larceny 

thereof. 

Appellant does not dispute that sufficient evidence supports the 

trial court's finding that he fraudulently sold the equipment in 

question. However, appellant contends that because the evidence 

fails to establish that he signed the lease agreement as required 

under Code § 18.2-115, his conviction must be reversed. We 

disagree with appellant's reasoning and affirm the trial court on 

the following grounds. 

 It is well settled that where a corporation's business 

"involves a violation of the law, the correct rule is that all 

who participate in it are liable." Crall v. Commonwealth, 103 

Va. 855, 859, 49 S.E. 638, 640 (1905); Hays v. Commonwealth, 55 

S.W. 425, 426 (Ky. 1900) ("It is evident that a corporation, if 

in fact it engaged in [illegal conduct] through its agent or 

servant, would be liable to indictment and conviction . . . and 

likewise the agent so violating the law might be indicted and 

punished"); City of Wyandotte v. Corrigan, 10 P. 99, 102 (Kan. 

1886) ("It is immaterial [with respect to criminal liability] 

whether appellant was acting for himself or for the company"). 

Accordingly, corporate agents may not use the corporate entity to 

shield themselves from criminal liability for their own acts. 

See Bourgeois v. Commonwealth, 217 Va. 268, 274, 227 S.E.2d 714, 
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718 (1976) ("[A]n officer cannot avoid criminal responsibility 

for an illegal act on the ground that it was done . . . through 

the instrumentality of the corporation which he controls and 

dominates and which he has employed for that purpose); United 

States v. Sherpix, Inc., 512 F.2d 1361, 1372 (D.C. Cir. 1975); 

State v. Childers, 415 S.E.2d 460, 465-66 (W. Va. 1992); State v.

Lang, 417 S.E.2d 808, 809-10 (N.C. Ct. App.), review denied, 421 

S.E.2d 158 (N.C. 1992); State v. Seufert, 271 S.E.2d 756, 759 

(N.C. Ct. App. 1980), review denied, 276 S.E.2d 289 (1981); State 

v. Louchheim, 244 S.E.2d 195, 203-04 (N.C. Ct. App. 1978), aff'd, 

250 S.E.2d 630 (N.C.), cert. denied, 444 U.S. 836 (1979); see 

generally 1 Kathleen F. Brickey, Corporate Criminal Liability 

§§ 5:01-5:02 (2d ed. 1991); 1 Wayne R. LaFave & Austin W. Scott, 

Jr., Substantive Criminal Law § 3.10 (1986); 18B Am. Jur. 2d 

Corporations § 1893 (1985); 19 C.J.S. Corporations §§ 551-552 

(1990). 

 "`[A] corporation obviously acts, and can act, only by and 

through its member agents[,] and it is their conduct which 

criminal law must deter and those agents who in fact[] are 

culpable.'" Childers, 415 S.E.2d at 465 (quoting Miller v. 

State, 732 P.2d 1054, 1059 (Wyo. 1987)). "No doctrine of agency 

law would permit corporate agents to immunize themselves from 

criminal responsibility for their own acts by the simple 

expedient of incorporating." 1 Brickey, supra, § 5:02, at 152 

(citing State v. Cooley, 206 S.W. 182 (Tenn. 1918)). "If the 
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individual personally engaged in the criminal conduct or directed 

or permitted its commission, it is no defense that the offense 

was performed on behalf of the enterprise." 1 LaFave & Scott, 

supra, § 3.10, at 361; see also Bourgeois, 217 Va. at 274, 227 

S.E.2d at 718; Lang, 417 S.E.2d at 810 (rejecting defendant's 

contention that principles concerning liability extend only to 

corporate share-holders); Crall, 103 Va. at 859, 49 S.E. at 640; 

1 Brickey, supra, §§ 5:01, 5:02, at 148-53; 1 LaFave & Scott, 

supra, § 3.10, at 361; Childers, 415 S.E.2d at 466; Seufert, 271 

S.E.2d at 759. 

 Here, the evidence established that appellant exercised 

significant control over Compton Logging and either directed its 

acts or personally and directly engaged in acts which violated 

Code § 18.2-115. Appellant alone dealt with the Timberland 

officers in negotiating the lease. Appellant directed the lease 

to be signed on behalf of Compton Logging. Appellant admitted to 

Officer Waddell that he leased the missing trailers and trucks. 

Appellant gave assurances to the Timberland officers that the 

late lease payments would be made. And, appellant admitted to 

Officer Waddell that he traded the bulldozer and loader to the 

West Virginia equipment company. The evidence proved that 

appellant sold the equipment in contravention of that lease and 

that he was aware the lease terms required written consent from 

Timberland before the equipment could be sold. Although the 

evidence was in dispute as to whether appellant had obtained such 
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consent, that dispute was resolved by the trier of fact against 

appellant. 

 In short, although appellant's signature does not appear on 

the lease, each element necessary to the commission of the crime 

was committed either personally by appellant or by the 

corporation at appellant's direction.1

 Accordingly, appellant's conviction is affirmed. 

Affirmed.

 

 1 The dissent's focus on appellant's failure to 

personally sign the lease ignores other material evidence in the 

case which established that the corporate lease was signed solely 

at appellant's direction. The dissent fails to address the 

applicability of established principles in Virginia law, under 

which liability is imputed to an agent for criminal corporate 

acts performed at the agent's direction and in his stead. 

 The dissent reasons that, because Code § 18.2-118 excludes 

the requirement of an agreement by the accused in writing, 

appellant should have been prosecuted under that section and, by 

extension, a conviction under Code § 18.2-115 is necessarily 

precluded. The reliance placed on Code § 18.2-118 is misplaced. 

 First, Code 

§ 18.2-115 addresses the offense at issue here, and appellant was 

properly prosecuted under it; appellant's conviction arose from a 

violation of the rights of a secured creditor. See Bain v. 

Commonwealth, 215 Va. 89, 93, 205 S.E.2d 641, 644 (1974) (the 

offense contemplated by this section arises when a debtor 

deprives "a secured creditor of his collateral by appropriating 

it to the debtors' own use"). Second, the dissent fails to 

recognize that, notwithstanding the absence of an agreement 

signed by the accused, prosecution under Code § 18.2-118 also 

requires an analysis premised on Virginia's corporate agent 

liability principles. Under the facts of this case, the "person" 

in which the terms of the lease place possession or control of 

the equipment, was the corporation, not appellant. See Code §§ 

18.2-118(a) and (b). 
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Benton, J., dissenting. 

 William Luther Delano Compton was convicted of violating 

Code § 18.2-115, which reads in pertinent part as follows: 

 Whenever any person is in possession of 

any personal property, including motor 

vehicles or farm products, in any capacity, 

the title or ownership of which he has agreed 

in writing shall be or remain in another, or 

on which he has given a lien, and such person 

so in possession shall fraudulently sell, 

pledge, pawn or remove such property from the 

premises where it has been agreed that it 

shall remain, and refuse to disclose the 

location thereof, or otherwise dispose of the 

property or fraudulently remove the same from 

the Commonwealth, without the written consent 

of the owner or lienor or the person in whom 

the title is, or, if such writing be a deed 

of trust, without the written consent of the 

trustee or beneficiary in such deed of trust, 

he shall be deemed guilty of the larceny 

thereof. 

Id. (emphasis added). 

 To prove a violation of the statute, the Commonwealth had to 

prove that Compton "agreed in writing" that title to the property 

was to remain with Timberland or that Compton "ha[d] given a 

lien" on the equipment to Timberland. The evidence proved 

neither. 

 The evidence proved Compton Logging, Inc., a Virginia 

Corporation, entered into a written lease agreement with 

Timberland. Pursuant to the agreement, Compton Logging, Inc. 

leased a sawmill and various equipment and other property. Under 

the agreement, Compton Logging, Inc. had "the right to sell or 

trade equipment . . . [upon] prior written approval of 
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[Timberland] and such approval [could] not be unreasonably 

withheld." The agreement further stated that "[u]ntil all of the 

terms of this lease are complied with each item of leased 

equipment shall be at all times the sole, exclusive property of 

[Timberland]." The agreement did not "prohibit the use of the 

equipment by any manager or managing agent retained by [Compton 

Logging, Inc.] to manage the premises in which the equipment 

shall be located." The agreement was signed on behalf of Compton 

Logging, Inc. by "Margaret R. Compton, by M.R. Scott, her 

attorney-in-fact." Under the signature line was the designation, 

"President/Vice President." The corporate seal of Compton 

Logging, Inc. was attested by "Mary R. Scott," the corporation's 

secretary. 

 The evidence proved that Margaret R. Compton, the 

"President/Vice President," was Compton's wife. No evidence in 

this record proved that Compton was an employee, officer, or 

director of Compton Logging, Inc. In addition, no evidence 

proved that Compton had the authority to sign the lease, direct 

that the lease be signed, or approve the execution of the lease. 

 More significant, however, the evidence undisputably proved that 

Compton did not sign the lease agreement, any writing concerning 

the title or ownership of the equipment, or any lien regarding 

the equipment. 

 Furthermore, no evidence proved that any person that signed 

the lease fraudulently sold, pledged, pawned or removed the 
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equipment. Indeed, no evidence proved that the corporation 

engaged in a criminal act. 

 Acknowledging that "[Compton's] signature does not appear on 

the lease," the majority nonetheless concludes that "each element 

necessary to the commission of the crime was committed either 

directly by [Compton] or by the corporation at [Compton's] 

direction." The majority's exhaustive discussion of criminal 

liability of corporate agents fails to explain the basis for 

imposing liability under Code § 18.2-115 when Compton, 

personally, had not agreed by any writing, an essential element 

proscribed by the statute, to do the act that the statute 

specifies. 

 The legislature has specifically addressed Compton's conduct 

in Code § 18.2-118. That statute reads in pertinent part as 

follows: 

 (a) Whenever any person is in possession or 

control of any personal property, by virtue 

of or subject to a written lease of such 

property, except property described in 

§ 18.2-117, and such person so in possession 

or control shall, with intent to defraud, 

sell, secrete, or destroy the property, or 

dispose of the property for his own use, or 

fraudulently remove the same from the 

Commonwealth without the written consent of 

the lessor thereof, or fail to return such 

property to the lessor thereof within ten 

days after expiration of the lease or rental 

period for such property stated in such 

written lease, he shall be deemed guilty of 

the larceny thereof. 

 (b) The fact that such person signs the lease 

or rental agreement with a name other than 

his own, or fails to return such property to 

the lessor thereof within ten days after the 
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giving of written notice to such person that 

the lease or rental period for such property 

has expired, shall be prima facie evidence of 

intent to defraud. For purposes of this 

section, notice mailed by certified mail and 

addressed to such person at the address of 

the lessee stated in the lease, shall be 

sufficient giving of written notice under 

this section. 

 (c) The venue of prosecution under this 

section shall be the county or city in which 

such property was leased or in which such 

accused person last had a legal residence. 

Simply put, the Commonwealth prosecuted Compton under the wrong 

statute. The majority's decision sanctions and compounds the 

error. 

 For these reasons, I dissent and would reverse the 

conviction.