“)a) The attribution of an act or intention of an organ, to the company, does not detract from the personal liability that the members of the organ would have had it not been for that attribution."
Section 54 applies to organs in the company, including its managers, and accordingly, the organ will be held personally responsible for the damage caused as a result of its action.
Under what circumstances will personal liability be imposed in accordance with section 54? As I will show below, the case law begins with the imposition of personal liability on an organ in the company "in the tort track" in accordance with one of the torts (such as: negligence, breach of statutory duty, fraud, passing off, etc.) and its continuation and expansion to the imposition of liability as aforesaid also in the "contractual track" by virtue of the principle of good faith. I will note that since in the present case, the imposition of personal liability revolved around torts, I am not required to detail the further development in the contractual context.
In more detail - with regard to the imposition of personal liability on an organ or officer of a company, the court held in the Tzuk Or case, in paragraph 21 of the judgment:
"A company has committed a wrongdoing. Will any organization or officer bear, in addition to the company, personal responsibility? The answer to this is no. "It is correct" - I wrote in the British Canadian case [2] - "reiterate the obvious, namely, that just as a person who serves as an organ of a company is not immune from liability in torts for his actions as an organ, so too it would be incorrect to say that because of his aforesaid status, his liability expands and extends beyond the areas of liability, which were outlined inthe Torts Ordinance [New Version]" (ibid., at p. 256). The test for imposing personal liability on an organ is the usual test of tort law - the existence of the elements of liability. In addition, in our law, tort liability is imposed in the framework of additional connections to the perpetrator of the tort. Thus, for example, section 12 ofthe Torts Ordinance [New Version] imposes liability on "one who shares himself, assists, advises or seduces an act or omission committed or is about to be committed by another, or commands, permits or approves them...". Therefore, if an organ instructs a person to commit a tort, he will be liable for damages."