England and Wales: Directors' personal liability for company acts

In Societa Espolosivi Industriali SpA v Ordnance Technologies (UK) Ltd. [2007] EWHC 2875 (Ch), a company breached another company’s design right and its sole director was held personally liable. The company’s sole director and shareholder did not stop the company’s employees from committing the breach.

The trial judge, Lindsay J., stated that making a director personally liable for a mere omission to prevent a tort would represent a considerable departure from the traditional approach of the law. His Lordship nevertheless held that the case before him was not one of mere omission: the director had acted in a way that facilitated the breach by encouraging procurement of it.