Can an officer or director of a corporation be held liable in tort for breach of contract with a third party?

British Columbia, Canada


The following excerpt is from Innoventure S & K v. Innoventure (Tri- Cities) et al, 2006 BCSC 1916 (CanLII):

An exception to that rule is the rule in Said v. Butt, [1923] K.B. 497, namely, that a servant, acting bona fide within the scope of his authority, procures a breach of contract between his employer and a third party, does not become liable in tort. Said v. Butt represents an exception to the general rule that corporate employees are not insulated from tort liability which is attracted by conduct in relation to the affairs of the company. If an officer or director acts not in the bona fide interests of the company, such as for personal gain or if he acted fraudulently, then he may be exposed to personal liability.

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