Corporate Attribution in Private Law (Hart Studies in Private Law)

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. Volume 41 in the series Hart Studies in Private Law Foreword 6 Acknowledgements 8 Contents 10 Table of Cases 16 Table of Statutes 34 1. Introduction 36 I. The Central Argument 38 II. Advantages 39 III. Scope 41 IV. Outline 42 PART I: FOUNDATIONS 46 2. Attribution as Allocated and Delegated Powers 48 I. Meridian Global Funds Management Asia Ltd v Securities Commission 49 II. Problems with Existing Approaches 57 III. A Fictional View of Attribution 63 IV. A Non-Fictional Account of Attribution 66 V. The Account Applied 74 VI. Attribution as Identifying Intentional Acts 79 VII. Conclusion 83 PART II: APPLICATION 84 3. Attribution of Acts in Contract 86 I. Agency Analysis 86 II. Contracting by the Board or Shareholders in General Meeting 95 III. Contracting by Subordinate Agents 109 IV. Group Agency 116 V. Attribution and Other Routes to Liability 118 VI. Conclusion 123 4. Attributing Acts in Tort 124 I. 'Vicarious Liability' and Other Doctrines 125 II. The Conceptual Basis of Vicarious Liability 129 III. Pre-1956 Law 131 IV. 1956 and after: Development of Servant's Tort Theory 139 V. The Attribution of Acts after 1956 145 VI. When are Acts Attributed? 148 VII. Conclusion 155 5. Attributing Acts in Unjust Enrichment 156 I. Mistaken Payments 157 II. Attribution Rules in Unjust Enrichment Claims 160 III. Payments 166 IV. Induced Mistakes: Representations 172 V. Receipt 176 VI. Reasons in Favour of Consistency 180 VII. Conclusion 183 6. Attributing Knowledge 185 I. The Current Law 186 II. Attributing Knowledge 190 III. Illustrations 194 IV. The Case Law 197 V. Conclusion 209 PART III: DIFFICULT PROBLEMS 210 7. Attribution in Enforcing Duties 212 I. Three Major Decisions 213 II. When and Why is Attribution Unavailable? 218 III. The 'Both Ways' Test 222 IV. The Effect of Attribution 224 V. Illegality 229 VI. Applying the Analysis to Stone & Rolls, Bilta, and Singularis 233 VII. Conclusion 236 8. Aggregation 238 I. Connecting Act and Knowledge 239 II. The 'Knowing and Intending' Test 245 III. Aggregation's Importance 256 IV. Conclusion 257 9. Conclusion 258 I. Central Claims 258 II. The Account, Illustrated 259 III. Implications 261 IV. Tying the Threads Together 267 Bibliography 268 Index 276 "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"-- Provided by publisher This Book Offers A Succinct Framework For Analysing And Answering Corporate Attribution. Taking A Broad Private Law Perspective, It Determines How Companies Are Held Accountable Under Tort Law, Contract Law And Unjust Enrichment. It Argues That Attribution Is Best Understood As Turning On The Same Feature: The Allocation Of The Company's Powers To Act To Human Individuals. By Taking This Approach, It Allows For A Much Greater And Clearer Understanding Of Attribution. Looking At The Question From The Broad Expanse Of The Common Law, This Book Will Be Of Interest To Lawyers In The United Kingdom, Australia, New Zealand And Singapore. "Corporate attribution is a question of immense significance in private law. It determines how companies are held accountable under its key pillars: tort, contract and unjust enrichment. Yet, no systematic account of corporate attribution in private law has existed until now. Addressing the gap in the literature, this book offers a succinct framework for analysing and answering attribution questions across the full expanse of private law. Looking at the question from a broad common law perspective, this book will be of interest to lawyers in the United Kingdom, Australia, New Zealand, Singapore and beyond."-- Provided by publisher