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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.



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Article Published/Sorted/Amended on Scopulus 2011-10-17 23:10:13 in Legal Articles

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