He referred to the case HL Bolton Co. v. TJ Graham and Sons (1956) 3 ALL ER 624,
page 630, where the court held “… [t]he state of mind of these managers is the state of
mind of the company and is treated by the law as such.”
Counsel for the plaintiff submitted that this point of law indicates that an idea from an
individual can be acquired by a company.
He further submitted that the Defendant Company knew that it was dealing with the
Plaintiff’s Managing Director, acting on behalf of the Plaintiff.
I have addressed my mind to the evidence on record and submissions of both counsels on
this point of law.
A review of the evidence on record shows that most of the correspondence was between
the defendant and Mr. Collin Musinguzi who did not sign them in any official capacity.
However Mr. Musinguzi was using the email address [email protected] which appears to
be a corporate address. Furthermore the receipts issued in this transaction dated 22nd
August 2008 issued by the defendant were in the names of the Plaintiff Company which
means that the defendant was dealing with both the plaintiff Company and the plaintiff’s
Managing Director.
While I agree that a company is distinct from its members, this in no way bars a company
from acquiring assets from its shareholders and directors. Furthermore on the authority of
HL Bolton Co (Supra) the law treats managers of a company as the very mind of the
company itself.
I accordingly find that because an idea was developed by the Plaintiff’s Managing
Director before he was an employee, director, shareholder or agent of the Plaintiff does
not bar the Plaintiff Company from establishing a contractual right to the intellectual
property in question.
Indeed when the Plaintiff Company sued it did so representing both the Plaintiff and the
Plaintiff’s Managing Director as owner of the property.
The Defendant clearly knew it was dealing with the plaintiff company and that is why it
issued receipts in the plaintiff company’s names.
I there answer this issue in the affirmative that the plaintiff company had a cause of
action against the defendant.