Abstract
The dissertation addresses liability borne by members of statutory bodies (directors) for damage caused to third parties (parties not involved in the relevant corporation) where the director commits a tort in discharge of his/her tasks for the corporation, as stipulated under the general provisions of tort law. The dissertation is structured into an introduction, four chapters and a conclusion.
The first chapter outlines the foundations for the analysis of directors' liability for torts. In the second chapter, the author tackles the topic of liability that directors bear under civil law for any tortious acts they commit, concluding that directors are liable to compensate any damage caused by a tort committed by them while acting for the relevant corporation.
The director's personal liability vis-a-vis the aggrieved party for any tort committed is not prejudiced by the fact that the director committed the tort while performing his/her tasks; this circumstance only means that the tort will be attributed to the legal person, which then is liable for the tort together with the director. The author primarily argues here that the principles governing legal representation are not applicable to torts committed by directors, and the legal consequences of the tort thus cannot be attributed solely to the legal person represented by the director.
The third chapter is devoted to a director's liability for a tort consisting in neglect of the general duty to intervene under Section 2901 of the Civil Code. The author first explains that the duty to intervene and protect a third party's absolute rights that is in danger due to operation of the corporation's enterprise must always be borne by the corporation, because it is the corporation who has "control" over the dangerous situation.
A director only bears the duty to intervene, if the director has caused the dangerous situation him/herself, if the duty to intervene has been delegated to the director, or if the director is aware of an impending danger against which he/she can easily intervene. The author primarily argues that all duties to intervene against any danger "controlled" by the corporation in the sense of Section 2901 of the Civil Code are delegated to the director when he/she assumes the office.
The scope of the duties to intervene assumed by the director when entering into the office depends on the scope and manner of vertical and horizontal delegation of tasks that had been in place within the corporation before the director entered into office. If the duty to intervene is not horizontally or vertically delegated to another party when the director assumes his/her office, the director must intervene against all dangerous situations which the corporation "controls", either personally or by delegating the duty to another person.
The author concludes in the third chapter that if the duty to intervene was not delegated within the corporation and absolute rights of a third party are violated as a result of neglect of the duty to intervene, the director, as the most senior person bearing the duty to intervene, must be liable for culpable neglect of the duty to intervene, together with the corporation. In the fourth chapter, the author deals with the issue of whether a director is liable, together with the corporation, towards a third party for violation of a duty primarily lying with the corporation, which is attributed to the director based on provision of private or public law.
The author initially highlights that the Czech legislation contains no rule making a director liable for torts committed by the corporation, similar to Section 167 of the Civil Code. However, there are provisions rendering persons acting for corporations liable for violation of certain duties borne primarily by the corporation.
The author mentions in this respect particularly Section 114 (2) of the Criminal Code. He argues that if a duty primarily borne by another person is attributed to a director under public law, an analysis has to be made as to whether both the rule primarily binding the corporation and the provision of public law attributing the liability for breach of the duty can be considered protective rules within the meaning of Section 2910, second sentence, of the Civil Code.
Therefore, one must assess whether the aggrieved party should be protected not only against the damaging conduct of the party primarily bound by the rule, but also against this party's inability to compensate any damage caused by the unlawful conduct.