Directors are deemed to be agents of the company whenever they contract on its behalf. The relationship is governed principles of agency and the company is generally liable as the principle.
In borrowing contract, employment, and in contracts entered in to promote the purposes of the company directors act as agents and the company is liable. However, in those circumstances in which the agent is personally liable, the directors are liable, the directors are liable.
In the words of Cairns L.J in Ferguson V. Wilson, “The directors are more agents of the company. It can only act through directors and the case as regards those directors is merely the ordinary case of principal and agent. Whenever or agent is liable, those directors could be liable. Whenever, the disability would attach to the principal and the principal only, the liability is the liability of the company”