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Directing Mind and Will: A Conceptual Interpretation of Lord Denning

   

Added on  2019-10-31

4 Pages814 Words330 Views
Company Law 1Company Law AssignmentNameInstitution Date

Company Law 2Directing Mind and WillThe phrase “directing mind and will” is mainly associated with Lord Denning who interpreted the phrase in the case of H.L Bolton Co. Ltd v. T.J. Graham and Sons Ltd. The concept was referred by Denning in the case where he identified managers as the brains that play a significant role in corporate decision-making (Gurunay, p. 105). According to Lord Denning, the state of mind of a manager is the company’s state of mind. According to Section 124 of the Corporation Act 2001, a limited business company can be regarded as a separate legal entity which possesses similar characteristics as an individual person. A corporation does not have physical existence, but this does not hinder the company from complying with the common and statute laws. The company can be held liable for breaching a contract. In determining the criminal liability of a company, it is imperative to understand the two types of liability which are primary and secondary. A company incurs primary liability when it is deemed to have done wrong by itself (Archibald, Jull & Roach 2003). However, it is also imperative to note that a corporation or a company does not have the capability for physical action or possessing an intention or ideas and knowledge which differ from human beings. To understand better the meaning of the phrase “Directing mind and will," Lord Denning's ruling in H.L Bolton Co. Ltd v. T.J. Graham and Sons Ltd. In his ruling, Lord Denning pointed out that the directors and managers of the company were similar to the brainof a human in a corporation which guides it by “directing their mind and will.” In other words, the company’s decisions were directed by the directors and managers, which renderedthem guilty as they had also rendered the company guilty. This implies that the phrase simplymeans that the decisions taken by managers and directors can be considered to be the decisions made by the company since the managers and directors are the "brains of the company, " and the company would act in accordance with their directions.

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