§ 31 BGB bei Doppelmandatschaft

This work deals with the liability of a delegating company for breaches of duty by its delegated mandate holder in a receiving company. It focuses on the attribution rule § 31 of the BGB (German Civil Code). In a first step, the study examines whether liability pursuant to § 31 of the BGB can also be constructed with liability norms which are not (also) addressed towards the delegating company – namely the internal liability norms under stock corporation law. This can be denied, since § 31 of the BGB always presupposes that a company has its own obligation. In a second step, the study examines when the dual mandate also acts ‘by carrying out business’ for the delegating company during its activity in the receiving company pursuant to § 31 of the BGB. Finally, the author examines the liability norms that assign a position of duty to the delegating company in more detail, giving special consideration to the situation of the dual mandate.