Steven Goodman v DMS Governance Ltd - Judgment

Vicarious liability of a corporate service provider for acts of a director; Interpretation and enforceability of indemnity and waiver clauses in company articles; Threshold for pleading and proving “wilful neglect or default” by a director; Application of the City Equitable test for director liability; Whether a director’s repeated failures can amount to wilful default; Limits of vicarious liability where directors act in their capacity as company officers; Existence and enforceability of implied contractual duties between service providers and companies; Application of public policy in interpreting indemnity clauses; Appropriateness of summary judgment in complex fiduciary duty claims.