In another matter, it was held that "personal liability is a completely different normative phenomenon from lifting the corporate veil of a company. Personal responsibility means imposing liability on the organ itself, personally, for its actions. Lifting the veil is a cure. The essence of the remedy is to ignore the legal personality of the company and to create a direct legal relationship between a third party and the shareholders in the company" (Civil Appeal 9916/02 Aharon v. Shulder Construction Company in a Tax Appeal (published in the databases [Nevo]; 2004 at paragraph 42 of the opinion of the Honorable Judge, as he was then called, Gibran).
Against this background, it is important to emphasize that Mr. Knepfler focused his arrows on the field of personal responsibility that should be imposed on the officers and not on the issue of lifting the veil, and I will focus my attention on him as well.
The obstacle that the law places before the applicant to establish the personal liability of directors and officers in the company
- The question of the responsibility of the officers and the proper conduct of their actions can be clarified within the framework of many laws. It can be clarified within the framework of internal corporate law, and lead to the cancellation of decisions made illegally or in contravention of binding procedures. However, in the present case, the focus should be on the arguments raised in the counterclaim, which deal with the law of contracts and torts.
As we will see right away, contract and tort law poses real hurdles for a third party to the company who wishes to walk the path of personal liability attributed to the officers. The existence of a power of attorney against them and a rivalry against them is not automatic. In order for these to be prepared, he will have to establish circumstances in the absence of which his path will be blocked.
Here a distinction must be made between the attribution of contractual liability and the attribution of tort liability. It is true that in the circumstances of this case, Mr. Knepfler petitions for compensation for torts in torts, it is important to understand the matter on the contractual level as well. This is because the basis of the tort argument is the contractual agreement between Mr. Knepler and ADN.