If a company and director are sued together, each defendant needs a review of the claim, the documents served and the response required. Do not assume the company’s defence automatically answers the director’s personal case. Equally, being named does not establish that the director is liable.
Make a separate case file for each defendant
Read the names and capacities in the originating documents. Identify the court, case number, claim type, service details and any existing directions. Record when and how each defendant received the papers. Give the documents to a Singapore litigation lawyer promptly so the applicable response dates can be checked.
Our first-steps guide for a company that has been sued covers the wider response. In a joint claim, add a defendant-by-defendant allegation chart: what conduct is alleged, which documents are relied on and what relief is sought against that particular defendant.
Find the asserted basis for personal liability
The claimant might rely on a personal guarantee, an alleged representation, an alleged personal undertaking or another pleaded legal basis. These require different evidence. Do not answer an alleged guarantee simply by saying the company has limited liability.
Locate the complete signed documents, signature blocks and negotiations. Preserve original emails and attachments. A signature next to a company stamp may need interpretation in context; staff should not add a later annotation purporting to explain what the parties agreed at the time.
Check whether one legal team can act for both
Explain potential differences in the defendants’ positions at the outset. For example, the company may say an instruction exceeded the director’s authority, while the director says it was authorised. That factual conflict needs candid discussion with the proposed lawyers before a joint response or settlement is approved.
Identify who can instruct on behalf of the company and how the legal engagement will be approved. Keep confidential advice controlled. Do not circulate a director’s personal legal advice to all shareholders merely because the underlying transaction involved the business.
A director’s own appearance is not the company’s appearance
The Judiciary’s entity-representation guidance distinguishes case types and explains the conditions for an officer seeking to represent an entity. A director defending a personal claim should not assume that this also authorises representation of the company. See our guide to corporate self-representation for the separate issue.
Coordinate evidence without merging the parties
- Retain contracts, guarantees, board approvals and relevant correspondence.
- Record who made each statement and in what capacity.
- Identify company and personal payment records separately.
- Keep a chronology of the transaction and service events.
- Preserve disputed versions and tell the lawyers about missing records.
If settlement is discussed, check which defendants the release covers, who must pay and whether guarantees or claims against another defendant remain. A company payment does not by itself explain the intended personal release. Have the complete settlement reviewed before signing or making admissions.
For related company questions, see our company law guides.
Need help with a claim against both company and director?
If your company, or you as a director or shareholder, is dealing with a claim against both company and director, contact the Raffles Corporate Services team at [email protected] or on WhatsApp at +65 8501 7133 or +65 9018 0072. We will help you understand the documents and deadlines. Where your matter needs a lawyer, we will refer you to a firm on our panel of Singapore law firms that handles commercial litigation and directors’ liability. Raffles Corporate Services is a corporate services provider, not a law firm, and this article is general information, not legal advice.
The Raffles Corporate Services Editorial Team, Raffles Corporate Services