판결 이유
When a company is insolvent or of doubtful solvency, directors owe a duty to have regard to the interests of creditors. A director who causes the company to act to the detriment of creditors may be required to make good the loss.
사실관계
A director caused an insolvent company to repay a debt owed to the parent company, to the detriment of other creditors.
판결 요약
The Court of Appeal held the director liable for misfeasance. When a company is insolvent, directors must have regard to the interests of creditors and not prefer one creditor over others.
주요 인용문
"Where a company is insolvent, or even doubtfully solvent, the interests of the company are in reality the interests of existing creditors alone."
— Dillon LJ
후속 처리
Now reflected in s 172(3) Companies Act 2006; the creditor duty is codified in s 172 as amended by the Rating (Coronavirus) and Directors Disqualification (Dissolved Companies) Act 2021.