Company

It was settled law that, whilst the acts and intentions of the directors or other senior representative of a company would usually be attributed to the company for the purpose of establishing personal liability for the conduct complained of, the process of attribution was not an automatic one dependant only upon the individual responsible for the unlawful conduct occupying a sufficiently senior position in the management of the company. It was further settled that a director, even of a one-man company, could be held liable to account for breaches of fiduciary duty which he committed against the company.

The fact that the fraudulent director was the directing mind and will of the company had never been regarded as an answer to a claim by the company against the directors for a breach of duty committed against the company. In the context of a claim by a company against its fraudulent directors, the rule based upon the sole actor exception had no place in English law and would