Body Corporate in UK Law

A living person has a mind which can have knowledge or intention or be negligent and he has hands to carry out his intentions. A corporation has none of these: it must act through living persons, though not always one or the same person. Then the person who acts is not speaking or acting for the company. He is acting as the company and his mind which directs his acts is the mind of the company. If it is a guilty mind then that guilt is the guilt of the company.

Section 20 provides that where an offence under the Act has been committed by a body corporate and is proved to have been committed with the consent or connivance or to be attributable to any neglect on the part of any director, manager, secretary or other similar officer of the body corporate or any person who was purporting to act in any such capacity, he, as well as the company, is to be guilty of the offence.

With regard to the word "manager" I agree with Fisher J. who said, in his judgment in the present case, that the word refers to someone in the position of managing the affairs of the company, and would not extend to include a person in the position of Mr. Clement. In the present case the company has some hundreds of retail shops, and it would be far from reasonable to say that every one of its shop managers is the same person as the company.

The natural persons described in this subsection correspond with those who under the Memorandum and Articles of Association of a company exercise the powers of the company itself. From this it follows that if any of them is guilty of neglect in the exercise of those powers such neglect is that of the company itself.

In relation to all eleven Failed Notes, the first hedge comprised a forward foreign exchange transaction, conducted through the S-Account, between CMIL on the one hand, acting on behalf of CMSCI, and CMBI or, on two occasions, VTB, on the other hand. These were all S-Account Forward Contracts which I find as a fact were “deliverable” in the sense that they required the delivery of the roubles in the S-Account for conversion into dollars.

Such "government guarantees/government undertakings" are, of course, those of members and are defined in Article 2 as meaning "the financial obligations to the Council which are committed by members as security for financing the additional buffer stock in accordance with Article 21. They may, when relevant, be provided by the appropriate agencies of the members concerned. Members shall be liable to the Council up to the amount of their guarantees/undertakings".