High Court clarifies the circumstances in which an officer of a company will be personally liable for inducing breach of contract


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”.

In Antuzis & Ors v DJ Houghton Catching Services Ltd & Ors [2019] EWHC 843 (QB), 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.

A link to the judgment can be found here.