The trustee in liquidation of a company sought to hold the sole shareholder and officer of the company personally liable for payment of debts, contending that the majority of the debts stemmed from the commission of criminal offenses of employing foreign workers without a permit, for which the officer was found personally liable in another proceeding, even though he did not know or should have known about the employment.
The Court held that holding the officer liable to pay a fine does not justify his being held liable for the company debt for that offense. An officer has a duty of care towards the company. When an officer has breached his duty towards the company, he can be required to compensate the company during a company's insolvency proceeding. Here, the mere fact of employing the foreign workers without a permit does not amount to a breach of a duty of care towards the company that justifies compensating it, especially when the officer did not know about the employment of the workers without a permit and should not have known about it. Therefore, the officer should not be held personally liable even if he was personally liable for the commission of the offense.