Director liability in offshore contracts: what Said v Butt still teaches us The principle in Said v Butt [1920] 3 KB 497 When can personal liability arise? Practical steps for offshore boards and in-house counsel

Exploring Offshore Litigation · Sep 8, 2026 · 6m

Boards of offshore companies often have to make difficult commercial decisions where the contractual consequences are not clear-cut. This can be particularly challenging in structures involving SPVs, holding companies and joint venture vehicles, where contractual obligations may sit with one entity while decisions are taken within a wider group. If a decision later gives rise to a breach of contract claim, can the directors who approved it also be pursued personally?

For boards and in-house counsel, that question matters. If recovery against the contracting entity becomes difficult, a…