Case Analysis : Dubai Aluminum Co Ltd V Salaam

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"The Company Act 2006 has significantly altered the position of outsiders as far as transactions with the company are concerned." A company is liable for the wrongful acts of an agent or employee acting within the scope of his authority or in the course of his employment (Lister v Hersley Hall Ltd [2001] 2 All ER 769; Dubai Aluminum Co ltd v Salaam [2003]), as the case with any principal or employer. Sometimes additional rules of attribution are needed in the civil context where intention or knowledge ingredient of the cause of action or defense, for example if a company is to be liable for "knowing receipt" (El Ajoy v Dollar Land Holdings Plc [1994] 1BCLC 464) or knowing being a path to fraudulent trading (Morris v Bank of India). The essential point is that, subject to certain statutory exceptions, in English law it is not possible for a person to sue on, or to be sued on, a contract, unless that person is a party to it. It is a rule which the contract lawyers call privity contract (Suttons v Midland Silicones [1962]. Corporate liability in the contract: Any due formalities of execution have been observed CA 2006, ss 44 and 46. A company many enter into a contract in writing under its seal (if it has one) or more commonly, a contract may be made on behalf of the company by a person (such as director or manager) acting under its authority, express or implied (s.44) Issues of capacity are of ever-decreasing significance so the essential contractual issues revolve
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