ABSTRACT
Applying the illegality defence to corporate claims remains one of the most vexed issues at the interface of the law of obligations and company law. In Singularis Holdings Ltd v Daiwa Capital Markets Europe Ltd, the Supreme Court held this defence did not bar a company from suing its bank for negligently failing to stop the company’s controlling director from misappropriating funds. While the result is defensible, the decision fails to resolve some important uncertainties: (1) the relationship between the defence and attribution of illegal acts to companies; (2) the role of contributory negligence; (3) the (un)importance of corporate personality; and (4) the future of the illegality defence. This note argues that, while not a panacea, taking a practical, rather than a metaphysical, view of companies is the first step in resolving these difficulties.
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Qinhao Zhu, Adieu to Attribution, Modern Law Review, https://doi.org/10.1111/1468-2230.12679. First published: 1 September 2021.
First posted 2021-09-04 08:00:46
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