On 3 October 2025, the Court of Appeal of the Unified Patent Court (UPC) delivered a landmark decision in Koninklijke Philips N.V. v. Belkin Companies, addressing whether, and under what conditions, managing directors can be personally liable for patent infringements committed by their companies.<\/p>\n
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Background<\/strong><\/p>\n Philips had sued several Belkin group companies and their managing directors for infringement of European Patent EP 2 867 997, seeking injunctive relief and damages.<\/p>\n The Munich Local Division issued a first instance decision holding the companies liable and considered the directors as \u201cintermediaries\u201d under Article 63 UPCA, ordering them to refrain from managing the companies in a way that led to further infringement. Both the companies and the directors appealed.<\/p>\n Decision<\/strong><\/p>\n The Court of Appeal fully upheld the directors\u2019 appeal, setting aside the Local Division\u2019s decision insofar as it concerned them, and dismissing all claims against them.<\/p>\n In particular, the Court held that the notion of an \u201cinfringer\u201d under the UPCA includes those who directly commit or knowingly contribute to infringement, but it does not automatically extend to directors. The mere status of managing director is not enough to automatically trigger personal liability; this latter arises only where the director\u2019s conduct goes beyond ordinary management duties, for instance where:<\/p>\n Furthermore, the decision of the Court clarifies that directors who seek and rely on qualified legal advice may do so safely until a judgment by a first instance Court establishes the company\u2019s infringement.<\/p>\n Finally, directors cannot be considered \u201cintermediaries\u201d under Article 63 UPCA, since such provision applies to third-party service providers, not corporate officers. In particular, the Court ruled that the directors of a company cannot be considered \u201cthird parties\u201d with respect to such company.<\/p>\n Implications<\/strong><\/p>\n This decision provides valuable guidance for corporate governance and patent litigation under the UPC:<\/p>\n Ultimately, the UPC Court of Appeal confirms that personal liability of the directors of a company infringing a patent requires awareness and intent \u2014 and not mere participation in the Board of Directors.<\/p>\n The UPC Court of Appeal\u2019s ruling provides valuable guidance not only from a legal standpoint but also for practical corporate governance.<\/p>\n In light of the Court\u2019s reasoning, boards of directors should take proactive steps to strengthen their IP risk management and compliance frameworks, by:<\/p>\n A robust governance structure, supported by experienced counsel, remains the most effective safeguard against potential personal liability under the UPC framework.<\/p>\n\n
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