Limitation of Actions Consultation - Law Commission

(b) the individual would not be expected, in the course of his or her
employment or under a duty to the company, to communicate that
information to a superior or anyone else within the company with
the authority to act on the information.
(3) “Communication” for these purposes would include not only direct
personal communication with the superior or the person with the relevant
authority, but indirect communication via another person in the company.
(4) To “act on the information” for these purposes would mean to initiate
litigation or to take preliminary steps thereto.
Consultees are asked if they agree with our provisional view and, if not, what
alternative proposals they would prefer. (Paragraph 12.80).
15.11 We provisionally recommend that, in an action by the company against a
defendant who has deliberately concealed relevant facts from the company, the
defendant’s knowledge should not count as the knowledge of the company. We ask
consultees where they agree, and, if not, to say why not. (Paragraph 12.83).
Constructive knowledge
15.12 It is our provisional view that:
(1) there should be a general rule that a company has constructive knowledge
of any fact relevant to its cause of action of which one of its employees or
officers has constructive knowledge;
(2) but that this rule should not apply where the company can show that the
employee or officer concerned would not, had he or she had actual
knowledge of that fact, be expected, in the course of his or her employment
or under a duty to the company, to act on the information or to
communicate that information to a superior or anyone else within the
company with the authority to act on the information.
(3) No provision should be made for “structural constructive knowledge”.
Do consultees agree? If consultees do not agree, would they prefer to have no test
for corporate constructive knowledge, so that the initial limitation period would
start for a corporate plaintiff only on the date the company had actual knowledge
of the facts relevant to the cause of action under the test set out in paragraph
12.80 above? (Paragraph 12.87).
2 HOW LONG SHOULD THE LIMITATION PERIOD BE?
15.13 We provisionally recommend the adoption within the core regime of a uniform
period of limitation. We ask consultees whether they agree and, if not, to say why
not. (Paragraph 12.89).
15.14 We provisionally recommend that the uniform limitation period within the core
regime should be three years. We ask consultees:
(1) Do you agree with that provisional recommendation?
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