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Title: Companies in private law : attributing acts and knowledge
Author: Leow, Rachel Pei Si
ISNI:       0000 0004 7225 5547
Awarding Body: University of Cambridge
Current Institution: University of Cambridge
Date of Award: 2017
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This thesis is about corporate attribution in private law. Unlike human persons, companies are artificial legal persons. They lack a physical body with which to act, and a mind with which to think. English law therefore developed the concept of attribution so that legal rules could be applied to companies. Attribution is the process of legal reasoning by which the acts and states of mind of human individuals acting for a company are treated as that of the company, so as to establish the company’s rights against and obligations owed to other parties. This thesis examines the rules of attribution across the private law of obligations, focusing on the law of contract, tort, unjust enrichment, and selected aspects of equitable liability. Three main arguments are made in this thesis. First, there is a sharp distinction between the rules of attribution and the substantive rules of private law to which they apply. The former belongs in the law of persons, and it concerns when the acts and states of mind of an individual can be attributed to a company. The latter belongs in the law of obligations. Second, the same rules of attribution should be, and have largely been used across the entire expanse of private law. Regardless of the area of private law in which the question of attribution arises, the same question is being asked, and so the law’s answer should be the same. Like should be treated alike. This is normatively desirable, because it ensures coherence across private law. Third, it is therefore possible to state the rules of attribution that apply in private law. The acts of an individual A will be attributed to the company C where they were (i) specifically authorised (‘specific authority’), (ii) where A performs an act within the class of acts that A has power to do on behalf of C, even if A is acting in breach of duty (‘actual authority’), or (iii) where A has either been placed in a position or been held out by C such that a reasonable person in the position of a third party would reasonably believe that A had the power to act for C (‘apparent authority’). A’s knowledge will be attributed to C where it is material to the class of acts that A had specific or actual authority to do on behalf of C. Although commonly thought to be a series of diverse, disparate rules found in different doctrines and different areas of law, the rules of attribution form a remarkably coherent, consistent whole across private law.
Supervisor: Worthington, Sarah Sponsor: Not available
Qualification Name: Thesis (Ph.D.) Qualification Level: Doctoral
Keywords: attribution ; private law ; agency law ; companies ; contract law ; tort law ; unjust enrichment ; equity