Directors Liability
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9 September 2011
By Riyaz Jariwalla
Caution should be exercised in suing any person who has not
himself committed an infringing act. Corporations are, vicariously
liable for infringements carried out by their servants in the course of
their employment. In some cases claimants wish to sue not only an
infringing company (which may have no assets) but also the directors.
That directors may be liable is settled, although the precise
juridical nature of their liability is perhaps not clear (Performing
Right Society Ltd v Ciryl Theatrical Syndicate Ltd [1924] 1 K.B. 1 ;
Rainham Chemical Works Ltd v Belvedere Fish Guano Co. [1921] 2 A.C. 465
; British Thomson-Houston Co. Ltd v Sterling Accessories Ltd [1924] 2
Ch. 33 ; Pritchard & Constance (Wholesale) Ltd v Amata Ltd
(1925) 42 R.P.C. 63 ; Evans v Spritebrand [1985] F.S.R. 267 , CA).
It has been held that a director will not be liable unless his
involvement would be such as to render him liable as a joint tortfeasor
if the company had not existed (see PLG Research Ltd v Ardon
[1993] F.S.R. 197 ). Just facilitating infringement is not
sufficient (see PLG and CBS Songs v
Amstrad [1988] A.C. 1013 ). See also MCA Records
Inc v Charly Records Ltd [2002] F.S.R. 401 , C.A. It is
necessary to show that such directors were personally involved in the
infringing transactions in the sense that they personally directed or
procured the company's infringing acts. In such cases, where evidence
of systematic infringement is available, a prayer for an injunction to
restrain the directors from forming any company for the purpose of
infringing may be included.
If your intellectual property has been
infringed and you suspect the director(s) is(are) behind it, please
call us on 023 8023 5979 or email us on solicitors@lawdit.co.uk.
About the Author
Lawdit
Solicitors offer services and advice for litigation,
commercial contracts, Intellectual Property and IT legal agreements. We
are experts in commercial law with a heavy emphasis on Intellectual
Property, Internet and e-commerce law. Lawdit is a member of the
International Trademark Association, the Solicitors' Association of
Higher Court Advocates and we are the appointed Solicitors to the
largest webdesign association in the world, the United Kingdom Website
Designers Association.
