Separate Legal Personality

June 2022

Directors and Officers Liability Government

Abstract

As well as advising on all manner of commercial and procurement matters, the Council’s in-house commercial lawyers regularly encounter issues in connection with the provision of care services. Given the size of the Council, the number of services it commissions and the way in which the care market operates, the Council is often faced with situations where a company's inability to meets its contractual commitments is brought to its urgent attention. Sometimes companies default on their obligations or give extremely short notice of an imminent default, for it later to come to light that the company directors' behaviour should be called into question. This leaves the Council with little comfort that they will be compensated if they pursue a company which may no longer have any assets. At other times, the Council is persuaded to pay for services on the faith of misrepresentations about the company’s longevity and wherewithal. In such cases, the question arises whether those running the company might be sued personally and how to go about bringing such proceedings to impose personal liability

Authors

Mike Wilkinson

Barrister, 18 St John Street Chambers, UK

Dr MIKE WILKINSON is a business and property law barrister at 18 St John Street in Manchester. Whilst his practise encompasses the range of traditional commercial-chancery work, Mike has developed a special interest in third party claims against directors. Having worked on a series of cases involving third parties suing directors personally, including for Lancashire County Council, Mike decided to write a book on the subject. The article which follows provides an overview and summary of that book. Should readers of the International In House Counsel Journal wish to purchase a copy, they are eligible to receive a £25 discount using the code YBTS7JB on the following link: https://www.lawbriefpublishing.com/SeparateLegalPersonality/

Ciaran Wells

Senior In-House Solicitor, Lancashire County Council, UK

Ciaran Wells is Senior In-House Solicitor at Lancashire County Council. As well as advising on all manner of commercial and procurement matters, the Council’s in-house commercial lawyers regularly encounter issues in connection with the provision of care services. Given the size of the Council, the number of services it commissions and the way in which the care market operates, the Council is often faced with situations where a company's inability to meets its contractual commitments is brought to its urgent attention. Sometimes companies default on their obligations or give extremely short notice of an imminent default, for it later to come to light that the company directors' behaviour should be called into question. This leaves the Council with little comfort that they will be compensated if they pursue a company which may no longer have any assets. At other times, the Council is persuaded to pay for services on the faith of misrepresentations about the company’s longevity and wherewithal. In such cases, the question arises whether those running the company might be sued personally and how to go about bringing such proceedings to impose personal liability. In that connection, it is not uncommon for outside counsel to be instructed to assist.

Companies

18 St John Street Chambers

18 St John Street Chambers is a barristers chambers based in Manchester. For more than 45 years its members have been delivering the highest standards of advice and advocacy services to professional and lay clients locally and nationally. Skilled practitioners with the full range of seniority and experience work across the core departments in business and property, personal injury, clinical negligence, costs, civil and personal injury, criminal law and family law. Within the dedicated practice groups 18 provides further teams specialising in additional areas including clinical negligence, costs, Court of Protection, employment, military proceedings, regulatory and disciplinary proceedings, sports law and tax. Chambers also has an accredited team offering arbitration and mediation services.

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