المسؤولية القانونبة للشركةعن اعمال المدير في مواجهة الغير

Abstract

Abstract This study "The legal liability of the company for the acts of director towards the others" a comparative study on the tracks of comparative laws which applied the aspects of legal liability for the acts of director. The problem of this research is represented in the concepts of the theories of the legal liability of the company for the acts of its director towards the others , and on the legal bases of each theory, the problem of the research is also represented in the nature and scope of this liability and the conditions necessary to govern the relation between the company and its director. The aim of this study is to emanate the theories which predicate the liability of the company for the acts of director, and to clarify their legal basis, as well as to represents the practical application of them as stated in judicial precedents in the Sudanese and comparative laws on purpose to extract solutions to the outcome of the relation between the three parties the company, the director, and the third party. The researcher adopted the descriptive and the analytical methods together with the comparative study, the study reached to many important results, part of them is that the Sudan company act 2015 contained most of the previous provisions of company act 1925 with some amendments and new chapters, the act did not include the modern principles of company management, governance, and social responsibility, it also dropped the principle of ultra virus and it deemed the acts of the director as lawful even if they are not included in the not memorandum of association, it also deemed the acts of the director aresubjected to any limitation by the memo or the articles towards a third party of good faith. The company act 2015 did not explicitly mentioned any of the theories of the liability of the company for the acts of director towards the others based on agency contract ,or principle of respondent superior, or on agency by estoppels, or on the organ theory, actually these theories were formulated by the judicial precedents from the general principles of the civil law and company law. The equitable response to the rights of the injury party from the acts of the director, when managing the company any achieving its object, requires expanding the grounds of the liability of the company for the acts of director and uphold this liability on all the related theories. The study recommended the codification of the principles set by the judge on the different aspects of the theories of the liability of the company for the acts of director as they have proven reliability in finding solutions, the study also recommended with necessity to continuously resort to principles of civil responsibility for finding solutions to the complicated relations between the three parties, the company, the director and third party.