Willoughby’s Consolidated Co Ltd v Copthall Stores Ltd 1918 AD 1

Willoughby’s Consolidated Co Ltd v Copthall Stores Ltd 1918 AD 1

Issue: Whether a company can be held liable for the delictual acts of its directors, even if the directors were acting in their own interests and not in the interests of the company.

Facts:

Willoughby's Consolidated Co Ltd (Willoughby's) was a company that operated a chain of stores. Copthall Stores Ltd (Copthall) was a company that operated a competing chain of stores.

The directors of Willoughby's hatched a plan to drive Copthall out of business. The directors of Willoughby's offered discounts to customers who bought goods from their stores and they also offered bribes to shopkeepers who refused to stock Copthall's goods.

Copthall sued Willoughby's for damages. Copthall argued that Willoughby's was liable for the delictual acts of its directors, even though the directors were acting in their own interests and not in the interests of the company.

Key Facts:

• The directors of a company hatched a plan to drive a competing company out of business.
• The directors of the company offered discounts to customers who bought goods from their stores and they also offered bribes to shopkeepers who refused to stock the competing company's goods.
• The competing company sued the company for damages.
• The court held that the company was liable for the delictual acts of its directors, even though the directors were acting in their own interests and not in the interests of the company.

Characteristics of Personal Servitudes

A personal servitude is a real right that grants the holder of the servitude (the dominant tenement) the right to use the property of another person (the servient tenement) in a specific way. Personal servitudes are attached to the person of the holder, rather than to the dominant tenement.

The following are some of the key characteristics of personal servitudes:

• They are personal rights that are attached to the person of the holder, rather than to the dominant tenement.
• They can only be created by agreement or by will.
• They are not transferable or inheritable.
• They are extinguished when the holder dies or ceases to exist.

Vesting of Servitudes

A servitude comes into existence when it is registered in the Deeds Office. Registration is essential for the validity of a servitude.

There are two ways to register a servitude:

• By deed of servitude: This is a formal document that is signed by both the holder of the servitude and the owner of the servient tenement.
• By notarial bond: This is a document that is signed by the owner of the servient tenement and that is executed before a notary public.

Discussion of the Case in the Context of Personal Servitudes and Vesting of Servitudes

The case of Willoughby's Consolidated Co Ltd v Copthall Stores Ltd 1918 AD 1 does not directly deal with personal servitudes or the vesting of servitudes. However, the case does raise some interesting questions about the relationship between companies and their directors in the context of personal servitudes.

For example, the case raises the question of whether a company can hold a personal servitude. If so, how would such a servitude be created and registered?

The case also raises the question of whether a company can be held liable for the delictual acts of its directors in the context of personal servitudes. If so, what would the basis of such liability be?

These are complex questions that have not been definitively answered by the courts. However, the case of Willoughby's Consolidated Co Ltd v Copthall Stores Ltd 1918 AD 1 provides a useful starting point for discussing these questions.

Conclusion

The case of Willoughby's Consolidated Co Ltd v Copthall Stores Ltd 1918 AD 1 is a significant case because it clarifies the law relating to the vicarious liability of companies for the delictual acts of their directors. The decision also raises some interesting questions about the relationship between companies and their directors in the context of personal servitudes.