Attribution
1. Attribution Doctrine (Lennard’s Carrying Co)
a. ‘Directing mind and will’
b. Unseaworthy ship
2. Civil or
a. Limited application with chain of command (Tesco Supermarkets)
i. Misleading advertising of a branch manager
ii. Board may not be involved in many decisions, especially if the
company is big with many chains of command/layers of managerial
branches
b. ‘Special rule’ to relax the doctrine with substantive rules of law (Meridian)
which is deemed as ‘leading authority’ (Moulin Global Eyecare)
i. Disclosure of purchasing shares
ii. Not about alter ego
iii. Not literal ‘directing mind and will’
iv. Usual canons of interpretation
v. Consider language of the rule
vi. Consider content of the rule
vii. Consider policy of the rule
c. Attribution when:
i. Misuse of confidential information to solicit business of an employee
(Pintorex)
ii. Knowledge of fraud of a branch manager (Morris)
iii. VAT fraud of 24 employees (McNicholas)
3. Criminal
a. More difficult to apply in criminal (St Regis Paper)
b. False readings to environmental agency
c. Can attribute intent of manslaughter (A-G’s Ref (No 2 1999) and Dover)
d. Mainly small/one-man companies (R v Kite) so, only successful for a handful
of cases
e. After the Southall Rail Crash:
i. The Corporate Manslaughter and Corporate Homicide Act 2007
o S. 1(1): ‘activities managed or organised’ increase scope
beyond merely small/one-man companies
o S. 1(3): ‘senior management’ limits scope, potentially, back to
small/one-man companies
ii. Unlimited fine (Lion Steel, nearly £500,000)
f. Reform suggestions:
i. Amendment or abolition of the attribution doctrine
ii. Imposing a strict liability offence
iii. Or a ‘failure to prevent’ type offence
4. Attribution can bar certain claims via the ex turpi causa/illegality defence
a. Hampshire Land Principle (Hampshire Land)
i. Prevents the attribution to a principal of his agent’s knowledge of the
agent’s own breach/wrongdoing
ii. If fraud practiced against the principal/company
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1. Attribution Doctrine (Lennard’s Carrying Co)
a. ‘Directing mind and will’
b. Unseaworthy ship
2. Civil or
a. Limited application with chain of command (Tesco Supermarkets)
i. Misleading advertising of a branch manager
ii. Board may not be involved in many decisions, especially if the
company is big with many chains of command/layers of managerial
branches
b. ‘Special rule’ to relax the doctrine with substantive rules of law (Meridian)
which is deemed as ‘leading authority’ (Moulin Global Eyecare)
i. Disclosure of purchasing shares
ii. Not about alter ego
iii. Not literal ‘directing mind and will’
iv. Usual canons of interpretation
v. Consider language of the rule
vi. Consider content of the rule
vii. Consider policy of the rule
c. Attribution when:
i. Misuse of confidential information to solicit business of an employee
(Pintorex)
ii. Knowledge of fraud of a branch manager (Morris)
iii. VAT fraud of 24 employees (McNicholas)
3. Criminal
a. More difficult to apply in criminal (St Regis Paper)
b. False readings to environmental agency
c. Can attribute intent of manslaughter (A-G’s Ref (No 2 1999) and Dover)
d. Mainly small/one-man companies (R v Kite) so, only successful for a handful
of cases
e. After the Southall Rail Crash:
i. The Corporate Manslaughter and Corporate Homicide Act 2007
o S. 1(1): ‘activities managed or organised’ increase scope
beyond merely small/one-man companies
o S. 1(3): ‘senior management’ limits scope, potentially, back to
small/one-man companies
ii. Unlimited fine (Lion Steel, nearly £500,000)
f. Reform suggestions:
i. Amendment or abolition of the attribution doctrine
ii. Imposing a strict liability offence
iii. Or a ‘failure to prevent’ type offence
4. Attribution can bar certain claims via the ex turpi causa/illegality defence
a. Hampshire Land Principle (Hampshire Land)
i. Prevents the attribution to a principal of his agent’s knowledge of the
agent’s own breach/wrongdoing
ii. If fraud practiced against the principal/company
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