Case No. IP-2019-000188

57.In MCA Records Inc v Charly Records Ltd [2001] EWCA Civ 1441 the Court of Appeal expressly considered the question whether an officer of a company may be held jointly liable for the tort of the company. Chadwick LJ gave the leading judgment. Having considered some of the authorities he said (there were two paragraphs 37): “[37] The judge observed, at para. 12 of his judgment, that: ‘It has … long been recognised that a director or other officer of a company may in certain circumstances be personally liable for the company's torts, although he will not be liable merely because he is an officer: he must be personally involved in the commission of the tort to an extent sufficient to render him liable. Whether he is sufficiently involved is a question of fact, requiring an examination of the particular role played by him in the commission of the tort.’ [37] With the qualification that, if he is liable for the company's tort, it is because he is liable with the company as a joint tortfeasor – so that the relevant enquiry is whether he has been personally involved in the commission of the tort to an extent sufficient to render him liable as a joint tortfeasor – I would accept that as a correct statement of the law.” 58. Chadwick LJ then continued his review of earlier authority and at [53] repeated his qualified approval of the test set out at first instance, rephrasing it in this way (Mr Young was a director of and alleged to be jointly liable with the company referred to as CRL): “[53] In the light of the authorities which I have reviewed I am satisfied that no criticism can be made of the test which the judge applied. But, in my view, the test can, perhaps, be expressed more accurately in these terms: in order to hold Mr Young liable as a joint tortfeasor for acts of copying, and of issuing to the public, in respect of which CRL was the primary infringer and in circumstances in which he was not himself a person who committed or participated directly in those acts, it was necessary and sufficient to find that he procured or induced those acts to be done by CRL or that, in some other way, he and CRL joined together in concerted action to secure that those acts were done.” 59.Mr Manuel is the sole shareholder of Bee-One and is one of its directors. I will quote Mr Manuel’s evidence on his relationship with Bee-One, on which he was not cross-examined: “46. I do not accept that at all material times I have been the controlling mind of Bee-One. Bee-One's key business decisions have at all material times been taken collectively by the individuals who have been members of its management team at the relevant time. That team has always included not only me but others, including, after his arrival in June 2017, RF [Roger Ferguson] who was also a company director from 9 November 2018 to 27 January 2020. The others in the team were Akhil Antony and David Mclean, as mentioned above. 47.RF was engaged by Bee-One through a recruitment specialist, Thomas Brown, in June 2017. He started on a salary of £50,000 and Bee-One paid £10,800 in respect of his recruitment (being 18% of his base salary plus value added tax). At a salary of £50,000, he was an important employee (being referred to as ‘National Sales Director’) and later on, in November 2018, he was appointed as a de jure director of Bee-One. 48.Throughout his time with Bee-One, RF assisted me and the rest of the management team in making key business decisions. One of his roles was in respect of the marketing and promotion of Bee-One, tasks which involved the expansion of the mark to the Bee-One Website and other platforms and websites.” 60.I am not satisfied that Mr Manuel has been shown to have been personally involved in the acts of infringement of the Trade Mark by Bee-One to an extent sufficient to render him liable as a joint tortfeasor. It has not been shown that he either procured or induced those acts to be done or that, in some other way, he and Bee-One joined together in concerted action to secure that those acts were done. 61.Mr Manuel is jointly liable for the infringements of the Trade Mark carried out by Global and Cryptocarbon UK, but not those carried out by Bee-One.