A company officer needs to disclose financial data of the company to a third party only if fiduciary relationship exists between them

A projects company for excavation and construction projects entered liquidation and a logistics company demanded that the CFO personally pay the company’s debts because the CFO promised to notify it in case the company enters financial difficulties.
The Court rejected the claim. For a company officer to have a personal liability towards a third party, special and exceptional circumstances must exist because there is no duty of care of officers towards contractual third parties in lack of special fiduciary relationship between the parties or a personal guarantee. Here, the CFO's promise was only a 'friendly' and general promise that was not even anchored in writing, as opposed to a written guarantee that the CFO signed in order to get bank financing. Due to lack of special relations between the parties it could not be determined that the CFO had a duty of care that exceeds her duty to ensure that the company does not operate fraudulently and thus she is not personally liable.