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Corporate Attribution in Private Law [Kõva köide]

4.00/5 (2 hinnangut Goodreads-ist)

Rachel Leow

Formaat: Hardback, 280 pages, kõrgus x laius x paksus: 236x164x22 mm, kaal: 560 g
Sari: Hart Studies in Private Law
Ilmumisaeg: 24-Feb-2022
Kirjastus: Hart Publishing
ISBN-10: 1509941355
ISBN-13: 9781509941353

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Formaat: Hardback, 280 pages, kõrgus x laius x paksus: 236x164x22 mm, kaal: 560 g
Sari: Hart Studies in Private Law
Ilmumisaeg: 24-Feb-2022
Kirjastus: Hart Publishing
ISBN-10: 1509941355
ISBN-13: 9781509941353

Teised raamatud teemal:

Püsilink: https://www.kriso.ee/db/9781509941353.html

Märksõnad:

"Looking at key questions of how companies are held accountable under private law, this book presents a succinct and accessible framework for analysing and answering corporate attribution problems in private law. Corporate attribution is the process by which the acts and states of mind of human individuals are treated as those of a company to establish the company's rights, duties, and liabilities. But when and why are acts and states of mind attributed in private law? Drawing on a wide range of materialfrom across the disparate areas of company law, agency law, and the laws of contract, tort, unjust enrichment, and equitable obligations, this book's central argument is that attribution turns on the allocation and delegation of the company's own powers to act. This approach allows for a much greater and clearer understanding of attribution. A further benefit is that it shows attribution to be much more united and coherent than it is commonly thought to be. Looking at corporate attribution across the broad expanse of the common law, this book will be of interest to lawyers across the common law world, including the United Kingdom, Australia, Canada, and Singapore"--

Looking at key questions of how companies are held accountable under private law, this book presents a succinct and accessible framework for analysing and answering corporate attribution problems in private law.

Corporate attribution is the process by which the acts and states of mind of human individuals are treated as those of a company to establish the company's rights, duties, and liabilities. But when and why are acts and states of mind attributed in private law?

Drawing on a wide range of material from across the disparate areas of company law, agency law, and the laws of contract, tort, unjust enrichment, and equitable obligations, this book's central argument is that attribution turns on the allocation and delegation of the company's own powers to act. This approach allows for a much greater and clearer understanding of attribution. A further benefit is that it shows attribution to be much more united and coherent than it is commonly thought to be. Looking at corporate attribution across the broad expanse of the common law, this book will be of interest to lawyers across the common law world, including the United Kingdom, Australia, Canada, and Singapore.

Arvustused

Leows analysis is thorough without being verbose the clarity of expression is to be commended Corporate Attribution is a highly accessible publication. It would be equally at home in the footnote of a superior court judgment, as it would on a required reading list for a corporations law course. -- Nicholas Felstead * Australian Business Law Review * Everyone interested in this fascinating area of the law whether as judges, practitioners, academics or students will benefit from reading this book. * The Right Honourable Lord Burrows (from the foreword) * Dr Leow provides a powerful new account of corporate attribution. She demonstrates that conceptually corporate attribution is more coherent than commonly thought. Her account helpfully draws on material from not only England but also Australia, Canada and Singapore. It is a splendid example of how a penetrating mind can bring order to a conceptually difficult subject. -- Professor Sir Ross Cranston * Butterworths Journal of International Banking and Financial Law *

Muu info

This study offers a succinct framework for analysing corporate attribution in private law

Foreword

Acknowledgements

vii

Table of Cases

Table of Statutes

xxxiii

1 Introduction

(12)

I The Central Argument

(1)

II Advantages

(2)

III Scope

(1)

IV Outline

(6)

PART I FOUNDATIONS

2 Attribution as Allocated and Delegated Powers

(38)

I Meridian Global Funds Management Asia Ltd v Securities Commission

(8)

A `Directing Mind and Will'

(3)

B The Idea of Attribution

(2)

C Meridian's Impact: Context-Specificity

(3)

II Problems with Existing Approaches

(6)

A Justification

(3)

B Unnecessary Controversy

(1)

C Inconsistency and Self-Contradiction

(2)

D Uncertainty

(1)

III A Fictional View of Attribution

(3)

IV A Non-Fictional Account of Attribution

(8)

A Incorporation

(1)

B The Importance of the Company's Powers

(2)

C The Source of the Company's Powers: The Constitution

(1)

D Allocation and Delegation of the Company's Powers

(2)

E Consistency with Meridian

(2)

V The Account Applied

(5)

A The Company's Powers

(1)

B Allocation and Delegation

(2)

C Scope

(1)

D Proper Exercise

(1)

VI Attribution as Identifying Intentional Acts

(4)

A Group Agency

(1)

B Companies as Group Agents

(2)

VII Conclusion

(3)

PART II APPLICATION

3 Attribution of Acts in Contract

(38)

I Agency Analysis

(9)

A Contracting by Subordinate Agents

(2)

B Contracting by the Board of Directors or Shareholders in General Meeting

(1)

C Problems with Applying Agency Analysis to the Board or General Meeting

(1)

i Contested Definitions

(1)

ii The Process of Incorporation

(1)

iii Individual Members as Agents

(1)

iv Fiduciary Duties and Other Incidents of Agency

(2)

II Contracting by the Board or Shareholders in General Meeting

(14)

A The Ultra Vires Doctrine and the Company's Powers

(1)

B Identifying the Company's Powers to Contract

(2)

C Allocating the Company's Powers to Contract

(2)

D Scope

(1)

E Proper Exercise

(1)

i Lack of Good Faith

(2)

ii Improper Purposes

(3)

iii Breaches of Duty

(1)

III Contracting by Subordinate Agents

(7)

A The Company's Powers

(1)

B Delegation of Powers: Actual Authority

(1)

C Scope

(2)

D Good Faith and Proper Purposes

(1)

i Good Faith and Proper Purposes

(3)

ii Breaches of Other Duties

(1)

IV Group Agency

(2)

V Attribution and Other Routes to Liability

(5)

A Indoor Management

(2)

B Deeming Provisions

(1)

C Apparent Authority

(2)

VI Conclusion

(1)

4 Attributing Acts in Tort

(32)

I `Vicarious Liability' and Other Doctrines

(4)

A Vicarious Liability

(2)

B Non-Delegable Duties

(1)

C Apparent Authority

(1)

II The Conceptual Basis of Vicarious Liability

(2)

A Servant's Tort Theory

(1)

B Master's Tort Theory

(1)

III Pre-1956 Law

(8)

A Employee Owes a Duty to Victim; Employer Does Not

(3)

B Employee Has a Personal Defence; Employer Does Not

(2)

C Employer Has a Defence; Employee Does Not

101

(2)

D Contributory Negligence and Contribution

103

(1)

IV 1956 and after: Development of Servant's Tort Theory

104

(6)

A Staveley and ICI

104

(2)

B Evidence for the Servant's Tort Theory

106

(1)

i Reasoning of Courts after Lister

106

(2)

ii Cases where Employee Owes a Duty, Employer Does Not

108

(1)

iii Cases where Employer Owes a Duty, Employee Does Not

109

(1)

V The Attribution of Acts after 1956

110

(3)

A Employer Owes Duty but Employee Does Not

110

(2)

B Employer Breaches Duty but Employee Does Not

112

(1)

C Employer Has No Defence, but Employee Does

112

(1)

VI When are Acts Attributed?

113

(7)

A Ultra Vires: The Company's Powers

113

(1)

B Qualifying Relationships: Allocation and Delegation

114

(2)

C The Course of Employment: Scope

116

(2)

D The Course of Employment: Proper Exercise?

118

(2)

VII Conclusion

120

(1)

5 Attributing Acts in Unjust Enrichment

121

(29)

I Mistaken Payments

122

(3)

II Attribution Rules in Unjust Enrichment Claims

125

(6)

A Directing Mind and Will

125

(1)

B Meridian's Special Rules

125

(1)

C Agency Rules

126

(1)

D Rules Wider than Agency?

127

(1)

i Payment Made in Good Faith on Principal's Behalf

127

(1)

ii Close Connection

128

(1)

iii Some Legitimate Role in Transaction

129

(2)

III Payments

131

(6)

A Whose Acts of Payment?

131

(2)

B Scope: Which Acts of Payment?

133

(3)

C Proper Exercise

136

(1)

IV Induced Mistakes: Representations

137

(4)

A Watts and Tompkins' Arguments

138

(1)

B Analysing Refuge

139

(2)

V Receipt

141

(4)

A Whose Receipt?

142

(1)

B Scope: When Will Receipt be Attributed?

143

(1)

C Proper Exercise

144

(1)

VI Reasons in Favour of Consistency

145

(3)

A Inconsistency within a Single Unjust Enrichment Claim

146

(1)

B Inconsistency between Claims where There is a Contract and Those Without

146

(1)

C Inconsistency between Unjust Enrichment Claims and Other Private Law Claims

147

(1)

VII Conclusion

148

(2)

6 Attributing Knowledge

150

(27)

I The Current Law

151

(4)

A Directing Mind and Will

151

(1)

B Agency Principles

152

(1)

C Meridian: Purpose of the Substantive Rule

153

(2)

II Attributing Knowledge

155

(4)

A Knowledge's Function

155

(2)

B The Materiality Test

157

(2)

III Illustrations

159

(3)

A The Company's Controller or Chief Moving Force

159

(1)

B Directors

160

(1)

C Secretary

161

(1)

D Shareholders

161

(1)

E Clerical Staff

162

(1)

IV The Case Law

162

(12)

A Statutory Liability

162

(4)

B Knowing Receipt

166

(3)

C Dishonest Assistance

169

(3)

D Deceit

172

(2)

V Conclusion

174

(3)

PART III DIFFICULT PROBLEMS

7 Attribution in Enforcing Duties

177

(26)

I Three Major Decisions

178

(5)

A Stone & Rolls

178

(2)

B Bilta

180

(2)

C Singularis

182

(1)

II When and Why is Attribution Unavailable?

183

(4)

A Three Reasons

184

(1)

B `Denuding the Duty of Value'

185

(2)

III The `Both Ways' Test

187

(2)

A The Test

187

(1)

B Advantages

188

(1)

IV The Effect of Attribution

189

(5)

A Effects of Attributing Acts

189

(1)

i Contributory Negligence

189

(1)

ii Contribution and Indemnity

190

(1)

iii Clean Hands

191

(1)

B Effects of Attributing Knowledge

192

(1)

i Conspiracy

192

(1)

ii Consent

193

(1)

iii Estoppel by Acquiescence

193

(1)

V Illegality

194

(4)

A Patel v Mirza

195

(1)

B The Range of Factors Approach

196

(1)

C The Modified Reliance Test

197

(1)

VI Applying the Analysis to Stone & Rolls, Bilta, and Singularis

198

(3)

A Stone & Rolls

199

(1)

B Bilta

200

(1)

C Singularis

201

(1)

VII Conclusion

201

(2)

8 Aggregation

203

(20)

I Connecting Act and Knowledge

204

(6)

A Cornfoot v Fowke

204

(1)

B Suggestions of a Wider Approach

205

(3)

C The Return of a Connection between Act and Knowledge

208

(2)

II The `Knowing and Intending' Test

210

(11)

A Fraudulent Misrepresentations

211

(5)

B Dishonest Assistance

216

(1)

C Mistaken Payments

217

(4)

III Aggregation's Importance

221

(1)

IV Conclusion

222

(1)

9 Conclusion

223

(10)

I Central Claims

223

(1)

II The Account, Illustrated

224

(2)

III Implications

226

(6)

A Corporate Attribution in Criminal Law

226

(4)

B Implications for Attribution to Other Artificial Legal Persons

230

(2)

IV Tying the Threads Together

232

(1)

Bibliography

233

(8)

Index

241

Rachel Leow is Assistant Professor at the National University of Singapore, Singapore.

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