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Company acts through agency of directors

O’Brien v Dawson (1942) 66 CLR 18 per Starke J at [32]:

“The company, if it were guilty of a breach of its contracts in this case, acted through its director the respondent Doyle, but it is neither ‘law nor sense’… to say that Doyle in the exercise of his functions as a director of the company combined with it to do any unlawful act or become a joint tort feasor.

"Again, it is equally fallacious to assert that Doyle knowingly procured the company to break its contract. The acts of Doyle were the acts of the company and not his personal acts which involved him in any liability to the plaintiff”,

quoted by Tobias AJA in Botany Bay City Council v Saab Corp PL [2011] NSWCA 308 at [118], before [119]:

“The relevance of the above passage during the present case is that just because a director of a company is the agent by which the company does an act, does not make the director the actor.

"The actor is the company notwithstanding that it acts through its director.

"The company always acts through the agency of its directors and the fact that a director is the primary actor on behalf of the company does not mean that the act comes that of the director as distinct from that of the company.

"In the case of tort, for the director to be viable he must make the tortious conduct his own: see King v Milpurrurru (1996) 66 FCR 474 at 500”.

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