Corporate Attribution in Private Law (Hart Studies in Private Law)

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Unjust Enrichment and Restitution in Singapore: Where Now and Where Next?’ [2013] Singapore Journal of Legal Studies 331-60 (with T Liau) The Evolution of Charity Law in Singapore - From Pre-Independence to the 21st Century” [2012] Trust Law International 83-95 There are many circumstances in which the court must determine whether the knowledge or actions of an officer should be attributed to the company and the question has arisen in several recent cases. Meridian, Allocated Powers, and Systems Intentionality Compared’ in Elise Bant (ed), Culpable Corporate Minds (Hart Publishing, forthcoming Sept 2023) A similar question came before the Supreme Court in the case of Jetivia v Bilta [2015] UKSC 23. However, unlike Stone & Rolls, which involved a claim by the company against a third party, in Bilta the defendants were the alleged wrongdoers themselves.

Meridian, Allocated Powers and Systems Intentionality Compared’ in Elise Bant (ed), The Culpable Corporate Mind (Hart Publishing 2023), Chapter 6For example, what is the position where the claim is brought on behalf of the company itself, for example by a liquidator, for losses caused to the company as a result of the (former) employee or officer’s conduct? Should the knowledge or conduct of the director/employee be attributed to the company, thereby providing the director or employee with a defence to the company’s claim on the grounds of ex turpi causa– in other words that the company should be precluded from claiming as a result of its own illegality? The Court of Appeal decided that the knowledge of directors in such circumstances should not be attributed to the company. It is notable that the Court of Appeal’s view was that such conclusion should apply irrespective of whether or not there was a ‘sole actor’ in control of the company and indeed earlier authorities had moved away from the position where the concept of ‘the directing mind and will’ was of principal significance in determining a question of attribution. Further, the Court of Appeal considered that the question of ex turpi causa was irrelevant to the present case.

Ministerial Acts’ in Paul Davies and Cheng-Han Tan (ed), Intermediaries in Commercial Law (Hart Publishing, 2022)However, the fact that a company is responsible to third parties for the actions of its directors, is not the same as the question of whether the knowledge or actions or a director should be attributed to the company – for example, vicarious liability does not involve the attribution of wrongdoing by a director (or employee) to the company, but rather imposes strict liability on the company for acts done in the course of employment. Four Misconceptions about Charity Law in Singapore” [2012] Singapore Journal of Legal Studies 37-54 Rescuing Uncertain Leases in English Law: A Study in Compatibility for Transplantation: Berrisford v Mexfield Housing Co-Operative Ltd’ [2012] Singapore Journal of Legal Studies 481-490 (with K Low) Drawing on a wide range of material from across the disparate areas of company law, agency law, and the laws of contract, tort, unjust enrichment, and equitable obligations, this book's central argument is that attribution turns on the allocation and delegation of the company's own powers to act. This approach allows for a much greater and clearer understanding of attribution. A further benefit is that it shows attribution to be much more united and coherent than it is commonly thought to be. Looking at corporate attribution across the broad expanse of the common law, this book will be of interest to lawyers across the common law world, including the United Kingdom, Australia, Canada, and Singapore. Looking at key questions of how companies are held accountable under private law, this book presents a succinct and accessible framework for analysing and answering corporate attribution problems in private law.