In the case before us, the question arises when an officer of the corporation will have a duty of care towards a third party, in the framework of a contractual engagement of the corporation with that third party. This is a complex question, which may give rise to policy considerations that operate in opposite directions. On the one hand, the contractual choice of the parties to the engagement, to which the officer is not a party, must be respected. Imposing liability on the officer on the basis of the tort of negligence whenever a breach of the engagement occurs is liable to thwart the said contractual choice, and is inconsistent with the principle of separation between the legal personality of the corporation and its officers (see the judgment of the New Zealand Court of Appeal in the case of Trevor Ivory v. Anderson[1992] . 2) NZLR 517On the other hand, in some cases policy considerations may arise that operate in the direction of imposing personal liability - for example, when the officer was personally entrusted by the corporation with the protection of a person, and that person suffered bodily injury (see the Francescase, supra).
In the case before us, there is no need to fully lay out the broad range of laws that have been developed on this question. For the purpose of the matter before us, it is sufficient for us to insist that in order to formulate an independent personal duty of care of the manager, it is necessary to establish a data system that exceeds the scope of the ordinary and routine activity of an officer in the company. Without exhausting, the data may have significance in this context, such as the manager's personal expertise in the matter that is the subject of the engagement, on which the other party relied for the engagement (see Bayit's judgment
The English Law of Appeals in the Williams v. Natural life[1997] 1; 131BCLC Professional duties of the manager, based on his or her professional skill - for example, as a physician, lawyer, or planner (see the judgment of the Federal District Court of the State of Louisiana in the ;)1977 case). 920F. Supp 434avondale shipyards v. Vessel thomas e. Cuffeor the existence of a special relationship between the manager and the third party, which resulted in the third party giving the particular manager its trust and confidence that the manager, personally, takes responsibility towards the third party (see the judgment of the Minnesota Court of Appeals in the case of .). 1988minn. App) . 675N.w . 427Avery v. Solargizer intern incquestion, therefore, is whether