Personal liability of company officers with reference to recent judgements

Abstract

As is suggested by the title, the thesis will seek to analyse the latest judgments that have impinged on the personal liability of officers of a company. A Chapter will be devoted to the notions of fraudulent and wrongful trading and how these have recently been treated by the Court of Appeal (Court of First Instance and Appeal Price Club Cases and Brian Theuma vs Chris Cachia Pro et noe First Hall Civil Court 14/10/2004). An analysis of the latest trends in Malta and abroad of both these notions will be undertaken and a comparative analysis will be carried out. Following the discussion of these principles, an analysis will be carried out of the various statutes such as the Companies Act, the VAT Act and the Income Tax Management Act, under which company officers may potentially be faced with the question of liability in the course of their operations. A study will also be made of how the Courts have applied the legislative provisions that impose this personal liability (Companies Act: Registratur tas-Socjetajiet vs Antonia Haber Court of Appeal [Commercial] 14/2/95; VAT Act: Il-Pulizija vs Jean Karl Farrugia 2/4/2009, Il-Pulizija vs Dr. Robert Tufigno, Il-Pulizija vs Dr. Audrey McCormack; Income Tax Management Act: Il-Pulizija vs Carmel Borg [Court of Magistrates] April 2010). The discussion will also include a wider spectrum of legislations that have also imposed personal liability for company officers. The thesis will then delve into assessing when personal liability may be imputed to officers of a company for acts which are performed in the Companies' name particularly in so far as obligations arising from contract and tort (David Jones et noe vs Dottor Giuseppe Mifsud Bonnici et noe [Commercial Court] 29/10/93) are concerned.