233Liability of persons other than corporations

#### 233 Liability of persons other than corporations State of mind (1) If, in criminal or civil proceedings under, or arising out of, this Act in respect of conduct engaged in by a person other than a corporation, it is necessary to establish the state of mind of the person, it is sufficient to show that: (a) the conduct was engaged in by an employee or agent of the person within the scope of his or her actual or apparent authority; and (b) the employee or agent had that state of mind. Conduct (2) If: (a) conduct is engaged in on behalf of a person other than a corporation by an employee or agent of the person; and (b) the conduct is within the employee’s or agent’s actual or apparent authority; the conduct is taken, for the purposes of criminal or civil proceedings under, or arising out of, this Act, to have been engaged in by the person unless the person proves that the person took reasonable precautions and exercised due diligence to avoid the conduct. Limitation on imprisonment (3) Despite any other provision of this Act, if: (a) a person is convicted of an offence; and (b) the person would not have been convicted of the offence if subsections (1) and (2) had not been in force; the person is not liable to be punished by imprisonment for that offence.