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company‟s. 138 The rule has also conferred on directors a privilege which should only
be extended to shareholders. 139
The New Zealand Court of Appeal in Body Corporate 202254 v Taylor 140 analysed
the rationales of decisions in both Trevor Ivory 141 and Williams; 142
a) if the actions of the employee can be attributed to the company, they are not
the employee‟s actions;
b) The concern for imposing personal liability on the employee would be an
erosion of the concept of the limited liability;
c) It is inconsistent with the pattern on contractual relationship between parties
to allow a claim against an employee in tort; and
d) The precondition of liability against an employee is that the employee
assumed personal responsibility for the relevant action.
The court concluded that the director of the company did not owe any non-delegable
duty of care to the purchasers of the units in the development. 143 However, there is a
possibility of imputation of responsibility when a person promotes his or her
professionalism in the brochure and his or her failure to supervise the project could
expose the director to liability. 144 The court at the same time cautioned imposing
automatic liability solely on that representation because it is a common for an
138 Grantham and Rickett above n126 at 138.
139 Ibid.
140 [2009] 2 NZLR 17.
141 Trevor Ivory Ltd v Anderson [1992] 2 NZLR 517; Williams v Natural Life Health Foods Ltd
[1997] 1 BCLC 131.
142 Williams v Natural Life Health Foods Ltd [1997] 1 BCLC 131.
143 Body Corporate 202254 v Taylor [2009] 2 NZLR 17 at [37].
144 Body Corporate 202254 v Taylor [2009] 2 NZLR 17 at [43].
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