Can a director or directing mind of a company be held personally liable for a breach of contract with a third party?

British Columbia, Canada


The following excerpt is from Royal Pacific Real Estate Group Ltd. v Dong, 2018 BCSC 1272 (CanLII):

In certain circumstances a director or directing mind of a company will not be held personally liable for wrongful acts that they cause that company to take. The classic example of such a situation is found in Said v. Butt, [1920] 3 K.B. 497, in which it was held that a managing director of a company could not be found liable for inducing the company to breach a contract with a third party.

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