Imagine this: you’re a managing director of a company, proudly leading innovation and product launches across Europe. Suddenly, your company is accused of patent infringement … and before you know it, you personally are named in the lawsuit. Terrifying, right?
That’s exactly what happened in the recent Philips vs. Belkin case before the Unified Patent Court (UPC). But here’s the good news: the UPC Court of Appeal just delivered a decision that brings much-needed relief (and clarity!) for company directors.
The Case: Philips vs. Belkin
Dutch electronics giant Philips accused several Belkin companies — Belkin GmbH, Belkin International Inc., and Belkin Limited — of infringing its European patent EP 2 867 997. But Philips didn’t stop there. It also went after the managing directors personally, arguing that they shared responsibility for the infringement.
In first instance the UPC Munich Local Division upheld Philips’ complaint against the Belkin companies and found the managing directors personally liable, not as infringers but as intermediaries under Article 63(1) of the UPCA. The directors were ordered to stop performing their management duties in such a way that it results in infringing activities by the companies.
Unsurprisingly, this decision was appealed.
The Decision: Directors Walk Free (in this case)
The UPC Court of Appeal has now overturned this ruling and dismissed the claims against the managing directors.
The Court reaffirmed a key principle from an earlier order (29 October 2024; UPC_CoA_549/2024): a managing director cannot be a “third party” in relation to their own company. In other words, a director can’t be an “intermediary” between themselves and the company.
This meant the real issue was whether the directors could be considered “infringers” as such.
According to the Court, an “infringer” under Articles 25 and 63 UPCA is not limited to someone who directly performs the infringing acts. It can also include someone to whom those acts are attributable as:
- an instigator (who instigates or instructs the infringement),
- an accomplice (who collaborates in a joint plan), or
- an accessory (who knowingly facilitates the infringement).
But crucially, the Court made clear:
Being a managing director — in and of itself — does not make you personally liable as an accomplice or accessory for your company’s patent infringements.
The managing director can only be held liable if the contested action of the managing director goes beyond his/her typical professional duties as managing director.
This is particularly the case:
- If he/she deliberately uses the company to commit a patent infringement.
- If he/she knows the company is infringing a patent and, despite being possible and reasonable for him to do so, does nothing to stop it.
If a director sought legal advice on the matter, he/she can generally rely on that advice — at least until a court has definitively ruled that infringement exists.
What This Means for Businesses
The Belkin v. Philips ruling strengthens legal certainty for directors navigating the UPC system. You can breathe a little easier knowing that doing your job won’t, by itself, land you in legal trouble.
But the message is clear:
Stay informed.
Act responsibly.
And when in doubt — get good advice. It can literally protect you from personal liability.
Any questions? 👉 Get in touch — we’re here to help!
