Adieu to Attribution

Applying the illegality defence to corporate claims remains one of the most vexed issues at the interface of the law of obligations and company law. In Singularis Holdings Ltd v Daiwa Capital Markets Europe Ltd , the Supreme Court held this defence did not bar a company from suing its bank for negligently failing to stop the company's controlling director from misappropriating funds. While the result is defensible, the decision fails to resolve some important uncertainties: (1) the relationship between the defence and attribution of illegal acts to companies; (2) the role of contributory negligence; (3) the (un)importance of corporate personality; and (4) the future of the illegality defence. This note argues that, while not a panacea, taking a practical, rather than a metaphysical, view of companies is the first step in resolving these difficulties

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