Meaning
Legal actions brought against company directors for the improper performance of lawful acts address breaches of fiduciary duty or administrative negligence. A misfeasance claim usually arises during liquidation when an office holder discovers that assets were sold below market value or company funds were used for personal gain. This claim differs from a criminal prosecution as it focuses on the restoration of the financial position of the company for the benefit of its creditors.
The action is limited to conduct that has caused a quantifiable loss to the corporate estate.
Breach Evaluation
Courts look for evidence that the director failed to act in good faith or did not exercise the care and skill expected of someone in their position. This evaluation compares the actual behavior of the officer against the statutory duties set out in the companies act.
Remedial Recovery
The court has the power to order the person responsible to repay the money or return the property with interest. This remedy is personal and does not rely on the remaining assets of the company to satisfy the judgment.
Personal Liability
Success in such a claim means the director is personally liable for the losses and their private assets are at risk. This liability cannot be discharged by the company through an indemnity if the conduct involved a deliberate breach of trust. The misfeasance claim provides a direct route for liquidators to recover value that was improperly extracted from the firm.