Bilta (UK) Limited (Bilta) and its liquidators brought a claim against the defendants for damages and equitable compensation on the basis of conspiracy to defraud and injure Bilta and for dishonest assistance by (among others) the 6th and 7th defendants in breach of fiduciary duties by Bilta's directors. The defendants argued that the unlawful conduct of Bilta's directors and sole shareholder could be attributed to the company itself, meaning that the action brought by Bilta and its liquidators would fail.
The Court of Appeal held the attribution of an agent's conduct to a company depended considerably on the context in which the attribution issue arose. The Court found that to allow the defendants to defeat the claim by attributing unlawful conduct to the company for which the defendants were responsible would be to allow the directors to rely on their own breach of duty to defeat the claim. It is a fundamental rule that the law will not attribute the fraud or other unlawful actions of a director to the company when the company was the intended victim of that conduct.
See Court decision here.