Officer not personally liable if acting ‘bona fide’ within scope of authority


Re: Nerijus Antuzis and Ors v Houghton Catching Services Ltd & Ors [2019] EWHC 843 (QB)

This case discusses a preliminary issue which is relevant to upcoming case, which will discuss the alleged exploitative working conditions of Lithuanian nationals employed at various farms to catch chickens, which were then transported for slaughter and subsequent human consumption. The applicant’s contend they worked extremely long hours and were paid less than the statutory minimum prescribed by the Agricultural Wages Act and the Orders made under it.

The preliminary issue to be heard was whether the second and third defendants are personally, jointly and/or severally liable to the claimants for the first defendant’s breaches of contract. The present proceedings do not involve the fourth defendant.

Held: The principle in Said v Butt exempts an officer of a company from personal liability for the tort of inducing breach of contract by that company if he is acting “bona fide within the scope of his authority”.

Mr Justice Lane confirmed that the focus of the “bona fide” inquiry is on an officer’s conduct and intention in relation to his duties towards the company, not towards the third party (adopting the approach of the Court of Appeal of Singapore in Arthaputra and others v St Microelectronics Asia Pacific Pte Ltd and others [2018] SGCA 17). Thus an officer will not be personally liable if his acts, in his capacity as an officer, are not in themselves in breach of any fiduciary or other personal legal duties owed to the company.

Mark Greaves was involved in this case