Have You Decided Against Directors & Officers Liability Insurance?

Darren Bagnall from Flat Living Insurance provides essential information to help you make the right decision.

Although they do their work voluntarily, directors and officers of Residential Management Companies are seen a legally liable for any decisions taken on behalf of their company. Further still, directors and officers are liable as individuals- meaning their personal assets could come into play should any legal action be taken against them.

As well as covering legal costs and emergency defence costs, Directors & Officers Liability Insurance also extends towards the entity company itself (i.e. the Residents’ Management Company or the Right to Manage Company) or anybody named in the proceedings, ensuring incredibly comprehensive cover for those managing blocks of flats.

Directors of Residents’ Management Companies and Associations can be held liable for any acts which are:

Negligent
Outside of their authority
In breach of duty or trust

Liability can arise under contractual or company law. The potential for claims is wide-ranging and can be from internal or external parties.

Examples Include:

Claims for Unfair Prejudice pursuant to s. 994 of the Companies Act

These are allegations that company affairs are being, or have been, conducted in an unfair manner, and which is prejudicial to the residents’ interests, i.e. attempted exclusion from management and/or abuse of power/breach of Articles of Association).

A claim for unfair prejudice relating to a former director’s exclusion from management, contrary to the Articles of Association, resulting in his resignation. Defence costs were in excess of £5,000.

Defamation in respect of statements made by the directors:

A claim by a member/resident alleging that the directors had defamed his character at a meeting of shareholders. Damages for injury to feelings and defence costs amounted to over £15,000

Breach of lease provisions (by landlord or residents/tenants):

A claim for breach of lease provisions relating to the alleged failure to maintain the property, and in respect of steps taken which had a detrimental effect on value
A claim alleging the over-charging of service charge. Reimbursement was sought

Breach of Companies Act 2006:

A claim for disregarding the Companies Act 2006, in that the directors allegedly passed resolutions (removing the Claimant as a director) at an EGM contrary to the provisions of the Act and the company’s Articles. Damages in the sum of £25,000 were claimed.
A claim for the unlawful amendment of a company’s Articles, such that the directors contravened the Companies Act 2006. It was alleged that there had been a failure to pass a special resolution with the requisite number of votes.

Can you afford to be unprotected?