The meditations included in this article are dedicated tocontractual liability of a member of the board of an incorporated (limited) company in reference to the introducing into the managerial contract a clause, according to which the manager is liable towards third persons for damages resulting form non-performance or ill performance of the duties under such contract. In the author's opinion, the aforementioned clause in a managerial contract does not cause that the managermember of the board assumes liability towards third persons, and not the company. Such clause in question does not lead to releasing a company from liability towards third persons and transferring the liability onto the manager-member of the board of the company.