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Corporate liability, Williams v Natural Life Health Foods Ltd [1998] 1 WLR…
Corporate liability
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Attribution
It may be necessary to prove that the defendant had a certain state of mind or they had certain knowledge to establish that certain civil wrongs and criminal offences have been committed
A company having no mind will lack the requisite state of mind or knowledge but the law has been able to impose liability on companies via the use of identification theory under which the state of mind or knowledge of certain persons can be attributed to the company
It is the company's 'directing mind and will' - this can usually be determined by looking at the company's constitution
Personal liability
Civil liability
As a company has contractual capacity, it can be liable for breach of contract
There may be some instances where imposing liability on the company will be of no aid (such as where it was dissolved)
In order to impose liability on the director, it will need to be established that he
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Criminal liability
A company can be found personally guilty of a criminal offence although there are some offences that a company be convicted of (eg where the only punishment is imprisonment)
It is common to provide that both the company and persons who caused the company to commit the offence can be convicted
Strict liability
Liability for certain civil wrongs and criminal offences can only be imposed if the defendant engaged in the unlawful act with a certain mental state (eg with malice or recklessly)
Strict liability cvil wrongs and criminal offences have no mental element and so all that need be established is that the prohibited act or omission was engaged in
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