14. Directors’ liabilities for breach of duty

2021 ◽  
pp. 270-300
Author(s):  
Brenda Hannigan
Keyword(s):  
Civil Liability ◽  
Third Parties ◽  
Fiduciary Duty ◽  
Third Party ◽  
Breach Of Duty

This chapter focuses on the extent of a director’s civil liability for breach of fiduciary duty and the liability of third parties involved in some way in that breach of duty. One of the most important issues is the extent of a director’s liability to account. Liability can range from accounting for secret profits to claims for equitable compensation and from personal to proprietary claims. Often, a claim will be affected by limitation issues. It may be complicated by the involvement of third party accessories. Mitigation through reliance on indemnity provisions, insurance and by applying to the court for relief is also considered. The discussion covers: breach of fiduciary duty, liability of third parties, claims for negligence, and managing potential liabilities.

14. Directors’ liabilities for breach of duty

Company Law ◽  
2018 ◽  
Author(s):  
Brenda Hannigan
Keyword(s):  
Civil Liability ◽  
Third Parties ◽  
Fiduciary Duty ◽  
Breach Of Duty

This chapter considers the extent of the potential liabilities of directors for breach of their duties. There are a variety of possible consequences where directors are found to have acted in breach of duty. The chapter focuses on the extent of a director's civil liability for breach of fiduciary duty and the liability of third parties involved in some way in that breach of duty. The ability to mitigate potential liabilities through reliance on indemnity provisions, insurance, and by application to the court for relief is also considered. The discussions cover the claim for: breach of fiduciary duty; liability of third parties; claims for negligence; and managing potential liabilities.

Cláusulas de franquicia o deducible en seguros de responsabilidad civil en el Derecho español: Naturaleza y efectos respecto de terceros perjudicados

2018 ◽  
pp. 101
Author(s):  
Rafael Lara González
Keyword(s):  
Civil Liability ◽  
Third Parties ◽  
Insurance Contract ◽  
Third Party ◽  
Liability Insurance ◽  
Legal Doctrine ◽  
Insurance Contracts ◽  
Spanish Law ◽  
Palabras Clave ◽  
Legal Nature

ResumenPese a su ubicuidad en la práctica contractual, las cláusulas de franquicia han recibido tratamiento incidental en la doctrina. La discusión sobre ellas se ha enfocado en los contratos de seguros de responsabilidad civil, y en la interpretación del artículo 76 de la Ley española de Contrato de Seguro. En este contexto se ha tratado de establecer si el asegurador puede o no oponer la cláusula de franquicia al tercero perjudicado. El presente trabajo analiza la cláusula de franquicia en la obligación principal del asegurador, su naturaleza jurídica, y examina su relación con los terceros perjudicados. La consideración principal a este respecto estará en si nos encontramos ante un seguro obligatorio o ante un seguro voluntario de responsabilidad civil. Palabras clave: Contrato de seguro; Cláusula de franquicia; Terceroperjudicado; Responsabilidad civil.AbstractDespite their ubiquity in contractual praxis, deductible clauses have received only incidental treatment in legal doctrine. Discussion on them has focused on civil liability insurance contracts, and the interpretation of article 76 of the Spanish Law of Insurance Contracts. In this context it has been attempted to establish whether the insurer can invoke the clause to oppose the injured third party's claim. This article examines the deductible clause included in the insurer's main obligation, its legal nature, and its relation to injured third parties. The main consideration in this regard will be whether the insurance contract is of a mandatory or voluntary nature.Keywords: Insurance contract; Deductible clause; Injured third party; Civil liability.

14. Directors’ duties

2016 ◽  
Author(s):  
Alan Dignam ◽  
John Lowry
Keyword(s):  
Conflicts Of Interest ◽  
Third Parties ◽  
Fiduciary Duty ◽  
The Core ◽  
The Subject ◽  
Breach Of Duty

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter is concerned with the duties which a director owes to the company, including duty to act within powers, duty to promote the company’s success, duty to exercise independent judgement, duty not to accept benefits from third parties, and duty to avoid conflicts of interest. After reviewing the general duties of directors under Part 10 of the Companies Act 2006, the chapter discusses the fiduciary position of directors, the remedies for breach of directors’ duties, and the liability of those who assist a director in the course of a breach of fiduciary duty. Finally, it considers three ways in which a director who is in breach of duty may be relieved from liability.

14. Directors’ duties

2018 ◽  
Author(s):  
Alan Dignam ◽  
John Lowry
Keyword(s):  
Conflicts Of Interest ◽  
Third Parties ◽  
Fiduciary Duty ◽  
The Core ◽  
The Subject ◽  
Breach Of Duty

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter is concerned with the duties which a director owes to the company, including duty to act within powers, duty to promote the company’s success, duty to exercise independent judgement, duty not to accept benefits from third parties, and duty to avoid conflicts of interest. After reviewing the general duties of directors under Part 10 of the Companies Act 2006, the chapter discusses the fiduciary position of directors, the remedies for breach of directors’ duties, and the liability of those who assist a director in the course of a breach of fiduciary duty. Finally, it considers three ways in which a director who is in breach of duty may be relieved from liability.

Third Parties: Rationalising a Right to Sue

1989 ◽  
Vol 48 (2) ◽  
pp. 243-270
Author(s):  
Peter Kincaid
Keyword(s):  
Theoretical Basis ◽  
Civil Liability ◽  
Third Parties ◽  
Insurance Contract ◽  
Third Party ◽  
High Court ◽  
The Common ◽  
High Court Of Australia

In a revolutionary but unsatisfactory recent decision, the High Court of Australia has allowed a third-party beneficiary of an insurance contract a right to sue the promisor. The decision casts doubt upon the whole doctrine of privity and ultimately upon bargain as the theoretical basis of promissory liability. The Trident case is unsatisfactory not because it allowed a third-party beneficiary a cause of action or because it challenges privity and bargain, but because it offers no satisfactory replacement for the theory of bargain. The reasons the court gave for recognising a right to sue are weak and inconsistent with the common law's approach to questions of civil liability. That approach is to give a plaintiff a cause of action against a defendant not solely because of something the defendant has done, but because there is a legally relevant link between what he has done and the plaintiff's condition. That is, the plaintiff must, in order to establish a right, satisfy some criterion for linking the defendant's behaviour to his complaint.

16. Directors’ duties

2018 ◽  
Author(s):  
Derek French
Keyword(s):  
Conflicts Of Interest ◽  
Third Parties ◽  
Fiduciary Duty ◽  
Reasonable Care ◽  
Breach Of Duty ◽  
Secondary Liability

This chapter deals with the seven general duties of directors as spelled out in the Companies Act 2006: duty to act within powers; duty to promote the success of the company; duty to exercise independent judgement; duty to exercise reasonable care, skill and diligence; duty to avoid conflicts of interest; duty not to accept benefits from third parties; and duty to declare interest in proposed transaction or arrangement. After providing a background on the codification of directors’ general duties, the chapter turns to the fiduciary duty of directors, including shadow and de facto directors. It also examines statutory requirements involving property transactions; loans, quasi-loans and credit transactions; associated companies and persons ‘connected’ with a director; equitable remedies for breach of duty; the ways in which directors can be relieved of liability; and secondary liability with regards to property.

20. Personal Liability of Third Parties

2018 ◽  
Author(s):  
Graham Virgo
Keyword(s):  
Third Parties ◽  
Fiduciary Duty ◽  
The Other ◽  
Third Party ◽  
The Third ◽  
The Third Party ◽  
Personal Liability

This chapter examines the personal liability of third parties when there is a breach of trust or breach of fiduciary duty. It explains that there are two types of personal liability of third parties. One is receipt-based liability when a third party has received property in which the beneficiary or principal has an equitable proprietary interest and the other is accessorial liability when the third party has encouraged or assisted a breach of a trust or fiduciary duty. The elements of different causes of action relevant to receipt-based liability and accessorial liability are examined, notably the action for unconscionable receipt and the action of dishonest assistance. The controversial question of whether liability should be strict or fault-based is considered and, if the latter, the nature of the fault requirement.

20. Personal Liability of Third Parties

2020 ◽  
pp. 624-662
Author(s):  
Graham Virgo
Keyword(s):  
Third Parties ◽  
Fiduciary Duty ◽  
The Other ◽  
Third Party ◽  
The Third ◽  
The Third Party ◽  
Personal Liability

This chapter examines the personal liability of third parties when there is a breach of trust or breach of fiduciary duty. It explains that there are two types of personal liability of third parties. One is receipt-based liability when a third party has received property in which the beneficiary or principal has an equitable proprietary interest and the other is accessorial liability when the third party has encouraged or assisted a breach of a trust or fiduciary duty. The elements of different causes of action relevant to receipt-based liability and accessorial liability are examined, notably the action for unconscionable receipt and the action of dishonest assistance. The controversial question of whether liability should be strict or fault-based is considered and, if the latter, the nature of the fault requirement.

16. Directors’ duties

2017 ◽  
Author(s):  
Derek French
Keyword(s):  
Conflicts Of Interest ◽  
Third Parties ◽  
Fiduciary Duty ◽  
Reasonable Care ◽  
Breach Of Duty ◽  
Secondary Liability

This chapter deals with the seven general duties of directors as spelled out in the Companies Act 2006: duty to act within powers; duty to promote the success of the company; duty to exercise independent judgement; duty to exercise reasonable care, skill and diligence; duty to avoid conflicts of interest; duty not to accept benefits from third parties; and duty to declare interest in proposed transaction or arrangement. After providing a background on the codification of directors’ general duties, the chapter turns to the fiduciary duty of directors, including shadow and de facto directors. It also examines statutory requirements involving property transactions; loans, quasi-loans and credit transactions; associated companies and persons ‘connected’ with a director; equitable remedies for breach of duty; the ways in which directors can be relieved of liability; and secondary liability with regards to property.

16. Directors’ duties

2019 ◽  
pp. 458-518
Author(s):  
Derek French
Keyword(s):  
Conflicts Of Interest ◽  
Third Parties ◽  
Fiduciary Duty ◽  
Reasonable Care ◽  
Breach Of Duty ◽  
Secondary Liability

This chapter deals with the seven general duties of directors as spelled out in the Companies Act 2006: duty to act within powers; duty to promote the success of the company; duty to exercise independent judgement; duty to exercise reasonable care, skill and diligence; duty to avoid conflicts of interest; duty not to accept benefits from third parties; and duty to declare interest in proposed transaction or arrangement. After providing a background on the codification of directors’ general duties, the chapter turns to the fiduciary duty of directors, including shadow and de facto directors. It also examines statutory requirements involving property transactions; loans, quasi-loans and credit transactions; associated companies and persons ‘connected’ with a director; equitable remedies for breach of duty; the ways in which directors can be relieved of liability; and secondary liability with regard to property.

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