R v McDonnell

Facts

McDonnell was the only active director of companies that were, in substance, his. He was charged with conspiring with those companies.

Issue

Can a one-man company conspire with its controlling director?

Held

No. Conspiracy requires two minds. The director's mind is the company's mind only in an artificial sense. There were not two parties to an agreement.

Principle

A person cannot conspire with a company that has no mind separate from his own.

Why it matters

It is the limit on corporate liability for conspiracy.

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