Lifestyle Equities v two directors: directors made to account for their own profits, not the company’s
Lifestyle Equities C.V. & Anorvtwo directors
- Court
- Court of Appeal
- Judgment
- 7 May 2021
- Citation
- [2021] EWCA Civ 675
Directors who personally drive infringing trading can be made to pay personally, but only their own profit.
Lifestyle Equities, owner of the BEVERLY HILLS POLO CLUB marks, chased two company directors personally after their business was found to have infringed with a SANTA MONICA POLO CLUB sign. The Court of Appeal ruled the directors were personally liable, but only for the profits they themselves had made, not the company's profits.
What happened
Lifestyle Equities owns the BEVERLY HILLS POLO CLUB trademarks. It sued a group of trading companies and their two directors over a SANTA MONICA POLO CLUB sign that was found to infringe. The trading companies went into insolvent administration, so Lifestyle turned to the directors personally, seeking an account of profits. That claim covered a company loan made to one director and a portion of both directors' salaries, on the basis that their close personal involvement in the infringing business made them liable alongside the company.
What did the court decide in Lifestyle Equities C.V. & Anor v two directors?
The Court of Appeal held that someone jointly liable for a company's infringement as an accessory only has to account for the profits they personally made, not the company's total profits. It found the directors were rightly treated as joint tortfeasors (people jointly responsible for the wrong) because their personal involvement went well beyond the normal constitutional role of a director. An account of profits against them was a proper exercise of the court's discretion. One director's loan from the company wasn't treated as a profit while it remained outstanding and repayable, and income tax already paid on the salary amounts treated as profit was deducted from what the directors owed.
What we learned from this
- What I'd take from this is that hiding behind a company doesn't protect a director who is personally driving infringing trading, even if that director never knew the trademark was being infringed.
- A director's personal liability to pay over profits is capped at what they personally gained, not the company's wider profits.
- Loans from a company to a director aren't automatically treated as personal profit while they remain genuinely repayable.
- Income tax already paid on money later found to be profit can be deducted before a director has to hand it over.
Things to be aware of
- This case is about personal liability for directors who are heavily and personally involved in the infringing conduct, not every director of a company that infringes a trademark.
- The court didn't need to find dishonesty or even knowledge of infringement before making the directors personally liable, which some business owners might not expect.
- The cap on accessory liability to the accessory's own profits doesn't reduce the company's own liability for the full scope of its profits.
The businesses involved
Lifestyle Equities C.V
Owner of the BEVERLY HILLS POLO CLUB trademarks. Brought the infringement claim against the trading companies and, after those companies went into insolvent administration, pursued the directors personally.
The two directors (defendants)
Two individual directors of the trading companies behind the SANTA MONICA POLO CLUB sign, sued personally as accessories after the companies entered insolvent administration.
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This page is for information purposes only and does not constitute trademark advice or guidance. Summary drafted with AI assistance from the published judgment and checked by The Trademark Helpline (how we write these). Judgment: [2021] EWCA Civ 675 on Find Case Law, published under the Open Justice Licence. Company details from Companies House; trademark counts from the UK trademark register. Last reviewed 26 October 2026. Report an error.
