There the company that owned the land was the wholly owned subsidiary of the company that carried on the business. During the marriage the matrimonial home was in England, though for most of the time the husband was found to be resident in Monaco and there was also a second home in Nevis. Draft leases were at one time prepared, but they were never put into operation. Resource Type Case page Court 1540 Date 15 February 1978 Jurisdiction of court United Kingdom Where Reported 1996, c. 125, sect. There are several cases which at first glance appear to be cases that ignore the separate legal personality of the companies by focusing on the nationality of the shareholders rather than of the company. Woolfson v. Strathclyde Regional Council (1978) SC 90 . in support of this ground of judgment and, as to the first of them, to some extent also by Lord Denning, M.R., do not, with respect, appear to me to be concerned with that principle. and Bronze under which the former had an irrevocable licence to occupy the premises for as long as it wished, and that this gave D.H.N. Ltd. v. Tower Hamlets must, we think, likewise be regarded as decisions on the relevant statutory provisions for compensation, even though these parts were somewhat broadly expressed, and the correctness of the decision was doubted by the House of Lords in Woolfson v. Strathclyde Regional . From 1952 until 1963, when Schedule A taxation was abolished, payments by way of rent for Nos. Cape Industries plc., and on an observation by Lord Keith in the House of Lords decision in Woolfson v. Strathclyde Regional Council that "it is appropriate to pierce the corporate veil only where special circumstances exist indicating that it is a mere faade concealing the true facts." In Canada, the case of Ernst v. EnCana Corporation was inspired by the rule of Rylands v Fletcher. I can see no grounds whatever, upon the facts found in the special case, for treating the company structure as a mere faade, nor do I consider that the D.H.N. woolfson v strathclyde regional council case summary, santa marta la dominadora prayer in spanish, qualification coupe du monde 2022 afrique classement, Chapter 7: Corporations and legal personality, Xbox One Audio Settings Headset Chat Mixer, main proponents of dialectic method of philosophizing. Wallersteiner v Moir [1974] 1 WLR 991 is a UK company law case concerning piercing the corporate veil. References The carrying on by the company of its business conferred substantial benefits on Woolfson. Horne. 53/55 St. George's Road. My Lords, for these reasons, I would dismiss the appeal. the separate personality of a company is a real thing. We do not provide advice. This followed the refusal by the court to allow Campbell and Mrs Woolfson to be joined as additional claimants in the proceedings. Woolfson v Strathclyde Regional Council (1978): . Indeed, in support of this part of his argument Mr Ashe referred to the case of Woolfson v. Strathclyde Regional Council [1978] SLT 159, and DHN Ltd v Woolfson v Strathclyde Regional Council - WikiVisually Secondly it might be argued that the court should pierce the corporate veil, for instance, it should conclude that the company structure is . However there are many such situations and this paper hashighlightedfew of them. Menu Held, the company was an alien company and the payment of debt to it would amount to trading with the enemy, and therefore, the company was not allowed to proceed with the action. Here the three subsidiary companies were treated as a part of the same economic entity or group and were entitled to compensation. Various financial arrangements were entered into between Woolfson and Campbell, but it is unnecessary to go into the details of these. LORD WILBERFORCE.My Lords, I have had the advantage of reading in draft the speech to be delivered by my noble and learned friend Lord Keith of Kinkel. In Adam v Cape Industries Plc[vii], the single economic unit argument, there is no general principle that all companies in a group of companies are to be regarded as one. Updated: 07 December 2022; Ref: scu.279742. A wholly owned English subsidiary was the worldwide marketing body, which protested the jurisdiction of the United States Federal District Court in . Denning refers to the subsidiaries as . Woolfson v Strathclyde Regional Council[1978] UKHL 5is a UK company lawcase concerning piercing the corporate veil. But the shop itself, though all on one floor, was composed of different units of property. This argument was rejected by the court for the reasons given in the opinion of the Lord Justice-Clerk. Cookie policy. I agree with it and with his conclusion that this appeal be dismissed. Subscribers are able to see a list of all the cited cases and legislation of a document. Lord Keith upheld the decision of the Scottish Court of Appeal, refusing to follow and doubting DHN v Tower Hamlets BC. 5 Woolfson v Strathclyde Regional Council [1978] SC (HL) 90. You also have the option to opt-out of these cookies. The holders of the remaining shares, except one, and all the directors were Germans, residing in Germany. View Notes - Spring+2015+ACCT4610+Topic+3 from ACCT 4610 at HKUST. This website uses cookies to improve your experience while you navigate through the website. Note that since this case was based in Scotland, different law applied. The courts have typically been averse to allow a shareholder to drop the corporate veil and obtain a benefit on the basis that he and the company are in effect the same (Woolfson v Strathclyde Regional Council [1978] UKHL 5; Tunstall v Steigmann [1962] 2 QB 593; Macaura v Northern Assurance Co Ltd [1925] AC 619 (HL); Thomas K Cheng, "The . Chapter 7: Corporations and legal personality Woolfson was the sole director of 'A' and owned 999 shares of the 1,000 issued . in support of this ground of judgment and, as to the first of them, to some extent also by Lord Denning, M.R., do not, with respect, appear to me to be concerned with that principle. The Land Tribunal denied it on the basis that Campbell Ltd was the sole occupier. The latter was in complete control of the situation as respects anything which might affect its business, and there was no one but itself having any kind of interest or right as respects the assets of the subsidiary. 6 ibid [63], [103]. Woolfson v Strathclyde Regional Council: HL 15 Feb 1978 - swarb.co.uk Woolfson v Strathclyde Regional Council: HL 15 Feb 1978 The House considered the compensation payable on the compulsory purchase of land occupied by the appellant, but held under a company name. 2, January 2017, Dundee Student Law Review Nbr. In re FG (films) Ltd[ii], FG films wanted Monsoon registered as a British film. . Mr Woolfson had 999 shares in Campbell Ltd and his wife the other. 4 [2011] EWHC 333 (Comm). Food Distributorscase (supra) is, on a proper analysis, of assistance to the appellants argument. 159 HOUSE OF LORDS (Lord Wilberforce, Lord Fraser of Tullybelton, Lord Russell of Killowen and Lord Keith of Kinkel) 15 February 1978 29. Facts. (H.L.) Upon Report from the Appellate Committee, to whom was referred the Cause Woolfson and others against Strathclyde Regional Council (as Successors to The Corporation of the City of Glasgow), That the Committee had heard Counsel, as well on Monday the 16th as on Tuesday the 17th, days of January last, upon the Petition and Appeal of (one) Solomon Woolfson, 30 Restan Road, Newlands, Glasgow and (two) Solfred Holdings Limited, a Company incorporated under the Companies Acts and having their Registered Office at 18/28 Woodlands Road, Glasgow, praying, That the matter of the Interlocutor set forth in the Schedule thereto, namely, an Interlocutor of the Lords of Session in Scotland, of the Second Division, of the 3rd of December 1976, might be reviewed before Her Majesty the Queen, in Her Court of Parliament, and that the said Interlocutor might be reversed, varied or altered, or that the Petitioners might have such other relief in the premises as to Her Majesty the Queen in Her Court of Parliament, might seem meet; as also upon the case of Strathclyde Regional Council (as Successors to the Corporation of the City of Glasgow), lodged in answer to the said Appeal; and due consideration had this day of what was offered on either side in this Cause: It is Ordered and Adjudged, by the Lords Spiritual and Temporal in the Court of Parliament of Her Majesty the Queen assembled, That the said Interlocutor of the 3rd day of December 1976, complained of in the said Appeal, be, and the same is hereby, Affirmed, and that the said Petition and Appeal be, and the same is hereby, dismissed this House: And it is further Ordered, That the Appellants do pay, or cause to be paid, to the said Respondents the Costs incurred by them in respect of the said Appeal, the amount thereof to be certified by the Clerk of the Parliaments: And it is also further Ordered, That unless the Costs, certified as aforesaid, shall be paid to the party entitled to the same within one calendar month from the date of the Certificate thereof, the Cause shall be, and the same is hereby, remitted back to the Court of Session in Scotland, or to the Judge acting as Vacation Judge, to issue such Summary Process or Diligence for the recovery of such Costs as shall be lawful and necessary. A special case was at their request stated for the opinion of the Court of Session, and on 3rd December 1976 the Second Division (Lord Justice-Clerk Wheatley, Lords Johnson and Leechman) affirmed the decision of the Lands Tribunal. Nos. I agree with it and with his conclusion that this appeal be dismissed. A critical analysis on Prest v Petrodel Resources Ltd and Others, Lord Wilberforce,Lord Fraser of Tullybelton,Lord Russell of Killowen,Lord Keith of Kinkel, Journal of Corporate Commercial Law & Practice Nbr. Lifting the Corporate Veil 287 which it already possessed. But the shop itself, though all on one floor, was composed of different units of property. There are certain cases which involve attempts to use the corporate form to avoid existing legal obligations to which the defendants were subject. For instance, the 20 [2013] 2 AC 415 21 Provided that the remaining assets of the company are sufficient to satisfy its creditors. Adams v Cape Industries plc and Another (1991) A worked for a US subsidiary of CI, which marketed asbestos in the US. From 1952 until 1963, when Schedule A taxation was abolished, payments by way of rent for Nos. to compensation for disturbance. In Woolfson v Strathclyde Regional Council, the House of Lords disapproved of Denning's comments and said that the corporate veil would be upheld unless the company was a faade. 8]. The compulsory acquisition resulted in the extinction of the grocery business, since no suitable alternative premises could be found. The House considered the compensation payable on the compulsory purchase of land occupied by the appellant, but held under a company name. Prest v Petrodel Resources Ltd & ors [2013] WTLR 1249. Impact of overriding interests under Land Registration Act 2002, THE MODER LAW OF MORTGAGES I TAZAIA THE ROLE OF THE LAD ACT, 1999. It carried on no activities whatever. The third company, also a wholly owned subsidiary of D.H.N., owned as its only asset the vehicles used in the grocery business, and it too carried on no operations. The business in the shop was run by a company called Campbell Ltd. [iv] Jones v. Lipman and Another (1962) 1 WLR 832 L. [v] D.H.N.food products Ltd. V. Tower Hamlets, LBC [1976] 1 WLR 852, [vi] Woolfson v Strathclyde Regional Council, [1978] SC (HL) 90, [vii] Adam v Cape Industries Plc, [1990] Ch 433, [viii] Woolfson v Strathclyde Regional Council, [1978] SC (HL) 90, [ix] Ord & Another v Belhaven Pubs Ltd, [1998] 2 BCLC 447, [x] Prest v Petrodel Resources Ltd and Others, [2013] UKSC 34, [xi]Gramophone and typewriter, Ltd v Stanley, [1908] 2 KB 89, Give it a try, you can unsubscribe anytime :), Get to know us better! Woolfson was the sole director of 'A' and owned 999 shares of the 1,000 issued shares of company 'A', the remaining share being owned by his wife. Search over 120 million documents from over 100 countries including primary and secondary collections of legislation, case law, regulations, practical law, news, forms and contracts, books, journals, and more. Dr Wallersteiner had bought a company . . But however that may be, I consider the D.H.N. In Re Darby, ex Broughham which dates back to 1911, the veil was lifted where career-fraudsters had incorporated companies to disguise their true involvement . Woolfson v Strathclyde Regional Council (1978) where he described this exception as 'the principle that it is appro-priate to pierce the corporate veil only where special circumstances exist indicating that it is a mere facade concealing the true facts'. 53/55 St Georges Road. Woolfson v Strathclyde Regional Council. The statement of Lady Hale in Scott v Southern Pacific Mortgages points strongly toward the loopholes in land law, whereby the lenders can avoid the law relating to overriding interests, usually unregistered, on registered dispositions. It is unnecessary for me to rehearse them in detail, and it will suffice to mention those that are particularly material. A bridal clothing shop at 53-61 St George's Road was compulsorily purchased by the Glasgow Corporation. In Woolfson v. Strathclyde Regional Council it was held that the veil could be pierced where special circumstances exist indicating that the company is a facade concealing the true facts. Woolfson v Strathclyde Regional Council (1979) 38 P & CR 521 Wrexham Maelor Borough Council v MacDougall [1993] 2 EGLR 23 Wrotham Park Settled Estates v Hertsmere Borough Council [1993] 2 EGLR 15 Page No(s) 106, 205 69, 172 195, 201 44 116, 208 42 83 115 55 119 50 114 214 126 20 81, 209 21, 68, 73, 75, 82, 84, 97, 185, 187, 201, 212 66 163 8 . The Land Tribunal denied it on the basis that Campbell Ltd was the sole occupier. The third company, also a wholly owned subsidiary of D.H.N., owned as its only asset the vehicles used in the grocery business, and it too carried on no operations. The House considered the compensation payable on the compulsory purchase of land occupied by the appellant, but held under a company name. In my opinion the conclusion was correct, and I regard as unimpeachable the process of reasoning by which it was reached. The leading case is Cape Industries. Woolfson v Strathclyde Regional Council (1978): This was similar to DHN v Tower Hamlets. Manage Settings Like those before him in this case, he reiterated the Woolfson starting point that it is appropriate to pierce the corporate veil only where special circumstances exist indicating that it is a mere faade concealing the true . Woolfson v Strathclyde Regional Council [1978] UKHL 5 is a UK company law case concerning piercing the corporate veil. The business in the shop was run by a company called Campbell Ltd. 877, considered. Woolfson v Strathclyde Regional Council [viii] that the House of Lords considered that there is one circumstance in which the corporate veil can pierce, namely when there is one circumstance in which the corporate veil can be pierced, namely when there are special circumstances indicating a faade concealing the true facts. How does the decision in DHN Food Distributors Ltd v Tower Hamlets LBC [1976] 1 WLR 852 compare with the decision in Woolfson v Strathclyde Regional Council 1978 SLT 159? I agree with it, and for the reasons he gives would dismiss the appeal. Woolfson was distinguished from DHN Food Distributors by the Law Lords on the grounds that the company owning the property was only partially, rather than wholly, owned by the claimant company. Academia.edu no longer supports Internet Explorer. The veil will be lifted only where 'special circumstances exist indicating that it is a mere facade concealing the true facts': Woolfson v Strathclyde Regional Council (1978) For example: Gilford Motor Co Ltd v Horne (1933) Jones v Lipman (1962) Nationality. Editors Note:Corporate Veil is the principle in corporate law which states that company and its shareholders are two different identities independent of its existence . The issued share capital of Campbell was 1,000 shares, of which 999 were held by Woolfson and one by his wife. Out of these cookies, the cookies that are categorized as necessary are stored on your browser as they are essential for the working of basic functionalities of the website. Subnautica Vr Controls, Woolfson v Strathclyde Regional Council UKHL 5 is a UK company law case concerning piercing the corporate veil. Piercing the corporate veil or lifting the corporate veil is a legal decision to treat the rights or duties of a corporation as the rights or liabilities of its shareholders. In. 6 Adams v Cape Industries Plc [1990] Ch 433 (CA). This article is licensed under the GNU Free Documentation License. 57 and 59/61 St Georges Road were owned by the first-named appellant Solomon Woolfson (Woolfson) and Nos. No rent was ever paid or credited in respect of No. 53/55 were owned by the second-named appellant Solfred Holdings Ltd. (Solfred), the shares in which at all material times were held as to two-thirds by Woolfson and as to the remaining one-third by his wife. Updated daily, vLex brings together legal information from over 750 publishing partners, providing access to over 2,500 legal and news sources from the worlds leading publishers. We and our partners use data for Personalised ads and content, ad and content measurement, audience insights and product development. 57 St. George's Road. The fact of the matter is that Campbell was the occupier of the land and the owner of the business carried on there. Copyright 2020 Lawctopus. Bronze had the same directors as D.H.N. [1978] UKHL 5, [1979] JPL 169, (1978) 248 EG 777, 1978 SC (HL) 90, 1978 SLT 159, (1979) 38 P and CR 521if(typeof ez_ad_units != 'undefined'){ez_ad_units.push([[300,250],'swarb_co_uk-medrectangle-4','ezslot_2',113,'0','0'])};__ez_fad_position('div-gpt-ad-swarb_co_uk-medrectangle-4-0'); Applied Adams v Cape Industries plc CA 2-Jan-1990 Proper Use of Corporate Entity to Protect Owner The defendant was an English company and head of a group engaged in mining asbestos in South Africa. court. However, in Woolfson v.Strathclyde Regional Council [14], Lord Keith refused to follow DHN and cast a shadow of doubt over Lord Denning MR's approach and principle. The latter was in complete control of the situation as respects anything which might affect its business, and there was no one but itself having any kind of interest or right as respects the assets of the subsidiary. (H.L.) Lord Keith's judgment dealt with DHN as follows. At the same time, pursuing a group interest might assist in resolving the financial difficulties. The issued share capital of Campbell was 1,000 shares, of which 999 were held by Woolfson and one by his wife. (156) Ibid 561. was in a position to control its subsidiaries in every respect, it was proper to pierce the corporate veil and treat the group as a single economic entity for the purpose of awarding compensation for disturbance; (2) that if the companies were to be treated as separate entities, there was by necessary implication from the circumstances an agreement between D.H.N. Lords Wilberforce, Fraser and Russell and Dundy concurred. 852, that the court should set aside the legalistic view that Woolfson, Solfred and Campbell were each a separate legalpersona, and concentrate attention upon the realities of the situation, to the effect of finding that Woolfson was the occupier as well as the owner of the whole premises. 27 andMeyer v. Scottish Co-operative Wholesale Society Ltd.1958 S.C. There can be no doubt, and it is not now disputed by the appellants, that Campbell was throughout the occupier of the shop premises and that the business carried on there was that of Campbell. Lord Keith's judgment dealt with DHN as follows. case of DHN Food Distributors v Tower Hamlets (1976) 1 WLR 852 which, however, had been disapproved by the decisions in Woolfson v Strathclyde Regional Council [1978] SCHL 90 and Adams v Cape Industries plc [1990] Ch 433. A company may assume an enemy character when persons in de facto control of its affairs are residents in an enemy country. (160), 20Adam (n.18) [536] and [542]. Subscribers are able to see a visualisation of a case and its relationships to other cases. Join our newsletter. You also get a useful overview of how the case was received. Language Label Description Also known as; English: Woolfson v Strathclyde Regional Council. 53/55 were owned by the second-named appellant Solfred Holdings Ltd. ("Solfred"), the shares in which at all material times were held as to two thirds by Woolfson and as to the remaining one third by his wife. In Gilford Motor Co. Ltd. V. Home[iii], a former employee of a company, was subject to a covenant not to solicit its customers. Thus it noted (paragraph 48) the unanimous (albeit obiter) view of the House of Lords in, (2) SA 669 (A) at 675D-E; Salomon v A Salomon & Co Ltd [1897] AC 22 ([1895 - 9] All ER Rep 33); Woolfson v Strathclyde Regional Council. The Dean of Faculty, for the appellants, sought before this House to develop a further line of argument which was not presented to the Lands Tribunal for Scotland nor to the Second Division. Lord Keith observed that it is appropriate to pierce the corporate veil only where special circumstances exist indicating that it is a mere facade concealing the true facts. Where the evidence shows that a company has been used as a vehicle or device for receiving monies wrongly paid out of a claimant company in breach of a defendants duty to that company, the receipt by the third party vehicle will be treated as the receipt by the defendant. It is the first of those grounds which alone is relevant for present purposes. 59/61 St Georges Road were credited to Woolfson in Campbells Road. Subscribers can access the reported version of this case. 5 minutes know interesting legal mattersWoolfson v Strathclyde Regional Council [1978] 2 EGLR 19 (HL) (UK Caselaw) Facts A bridal clothing shop at 53-61 St George's Road was compulsorily purchasedby the Glasgow Corporation. Moreover, the House of Lords indicated that the decision in DHN Food Distributors was incorrect. (155) Ibid 561-2, 564. He formed a company to carry on a business which, if he had done so personally, would have been a breach of the covenant. Woolfson V Strathclyde Regional Council: Editors: Jesse Russell, Ronald Cohn: Publisher: Book on Demand, 2012: ISBN: 5512263587, 9785512263587: Food Distributorscase (supra) was distinguishable. The essay will begin by the legisltation itself focusing on schedule 3 paragraph 2, moving on to the development of case law regarding overriding interests relevant to this part of the legislation. Reliance was placed on the decision of Atkinson J. inSmith, Stone & Knight Ltd. v. Birmingham Corporation[1939] 4 All E.R. In a nutshell, from the above case, we get that it serves as a useful reminder of the fundamental Principle of English Law that a company has a separate legal personality from its members, and that only in exceptional circumstances will the court pierce the corporate veil. . Draft leases were at one time prepared, but they were never put into operation. But however that may be, I consider the D.H.N. . But the shop itself, though all on one floor, was composed of different units of property. For the reasons stated in it, I also would dismiss this appeal. The House of Lords made it very clear in Salomon v Salomon, that the company is not the shareholders agent by reason of the fact of incorporation. The . I can see no grounds whatever, upon the facts found in the special case, for treating the company structure as a mere faade, nor do I consider that theD.H.N. Copyright 2017 Netdesign Group Co.,Ltd. Lords Wilberforce, Fraser and Russell and Dundy concurred. Sham companies. 57 St. George's Road. Food case to be clearly distinguishable on its facts from the present case. Before making any decision, you must read the full case report and take professional advice as appropriate. C Minor Autotune, From the paper "Limits of Employment-At-Will Doctrine" it is clear that the employment at will doctrine has its own limits. In times of war it is illegal to trade with the enemy. The facts of the case, as set out in the special case stated by the Lands Tribunal for the opinion of the Court of Session, are incorporated at length into the opinion of the Lord Justice-Clerk. LORD RUSSELL OF KILLOWEN.My Lords, I have had the advantage of reading in advance the speech of my noble and learned friend Lord Keith of Kinkel. Held: The House declined to allow the principal shareholder of a company to recover compensation for the compulsory purchase of a property which the company occupied. 2. LORD KEITH OF KINKEL.My Lords, This is an appeal against an interlocutor of the Second Division of the Court of Session affirming the decision of the Lands Tribunal for Scotland upon a question relating to compensation for the compulsory acquisition of land. V, January 2019. In Gramophone and typewriter[xi] case that it is possible for a separate relationship of agency to be created between a person who happens to be a shareholder, as principal, and the company, as agent. Woolfson v Strathclyde Regional Council [1978] UKHL 5 is a UK company law case concerning piercing the corporate veil. Woolfson was sole director of Campbell and he managed the business, being paid a salary which was taxed under Schedule E. His wife also worked for Campbell and provided valuable expertise. They had twenty and ten shares respectively in Solfred Ltd. Mr Woolfson and Solfred Ltd claimed compensation together for loss of business after the compulsory purchase, arguing that this situation was analogous to the case of DHN v Tower Hamlets LBC.[1]. Mr Woolfson had 999 shares in Campbell Ltd and his wife the other. 2023 Legalease Ltd. All rights reserved, Registered company in England & Wales No. portugal vs italy world cup qualifiers 2022. la liga 2012 13 standings. 17 Adams v Cape Industries plc [1990] Ch 433 at 543 which has been cited with Woolfson v Strathclyde Regional Council (1978) - 13th May 1975 - Lands tribunal in Scotland. ), refd to. Dublin County Council v. Elton Homes Ltd [1984] ILRM 297 . Cape Industries plc., and on an observation by Lord Keith in the House of Lords decision in Woolfson v. Strathclyde Regional Council that "it is appropriate to pierce the corporate veil only where special circumstances exist indicating that it is a mere faade concealing the true facts." A significant fallout of the decision in Hashem v. Woolfson v Strathclide UKHL 5 . 1 reference. This has proven to be a more successful line of argument in past case law. 9 Thompson v Renwick Group Plc [2014] EWCA Civ 635, [2015] BCC 855. 961; [1996] CLC 990; (1996), 160 J.P. Rep. 1130; 146 New L.J. The consent submitted will only be used for data processing originating from this website. Of Landmark or Leading Cases: Salomon's Challenge. If you would like to change your settings or withdraw consent at any time, the link to do so is in our privacy policy accessible from our home page.. The facts of the case, as set out in the special case stated by the Lands Tribunal for the opinion of the Court of Session, are incorporated at length into the opinion of the Lord Justice-Clerk. The whole of the shop premises was occupied by a company called M. & L. Campbell (Glasgow) Limited ("Campbell") and used by it for the purpose of its business as costumiers specialising in wedding garments. and dogs Im a perfectionist too, Lord Keith, Lord Wilberforce, Lord Fraser and Lord Russell, DHN Food Distributors Ltd v Tower Hamlets LBC, Ord v Belhaven Pubs Ltd, Jones v Lipman, Woolfson v Strathclyde Regional Council Wikipedia, DHN Food Distributors Ltd v Tower Hamlets LBC, Case Law Company single economic entity Woolfson v Strathclyde Regional Council 1978. The one situation where the veil could be lifted was whether there are special circumstances indicating that the company is a mere faade concealing the true facts. In Daimler Co. Ltd V. Continental Tyre And Rubber Co. Ltd[i], A company was incorporated in England for the purpose of selling in England, tyres made in Germany by a German company which held the bulk of shares in the English company. Adams and others v. Cape Industries Plc. Jones v Lipman, Gilford Motor Co Ltd v Horne, Woolfson v Strathclyde Regional Council, New Zealand Seamen's Union IUOW v Shipping Corporation Ltd, Official Assignee v 15 Insoll Avenue Ltd in favour of lifting the corporate veil. Bronze had the same directors as D.H.N. In Woolfson v Strathclyde Regional Council, the House of Lords disapproved of Denning's comments and said that the corporate veil would be upheld unless the company was a faade. In the case Woolfson v. Strathclyde Regional Council [1978] 2 EGLR 19 (HL), Limited company 'A' carried on a retail business at a shop comprising five premises. His interest in the loss is at best an indirect one, no different in kind from that of his wife, whose interest as a shareholder, though a minor one, cannot be completely ignored, or that of creditors of Campbell. The appellants argument before the Lands Tribunal proceeded on the lines that the business carried on in the premises was truly that of the appellants, which Campbell conducted as their agents, so that the appellants were the true occupiers of the premises and entitled as such to compensation for disturbance. Furthermore, Woolfson v. Strathclyde Regional Council [12] insisted on the application of the rule in special circumstances alone and where the motive is well established. reasons for lifting the veil of incorporation circumstances when the veil is lifted are haphazard and difficult to categorize. Be joined as additional claimants in the extinction of the Scottish Court of appeal refusing. V. Scottish Co-operative Wholesale Society Ltd.1958 S.C director of ' a ' and owned 999 shares in Campbell was. Company lawcase concerning piercing the corporate veil v. Elton Homes Ltd [ ii ], [ 103 ] Strathclyde Council. Andmeyer v. Scottish Co-operative Wholesale Society Ltd.1958 S.C appellants argument for the given... Shares of the same economic entity or group and were entitled to compensation 15 woolfson v strathclyde regional council case summary Jurisdiction! Held under a company name no rent was ever paid or credited respect! This case the GNU Free Documentation License all E.R advice as appropriate war it is illegal to with... Lord Keith 's judgment dealt with DHN as follows character when persons in facto. ] Ch 433 ( CA ) its facts from the present case and.! Content measurement, audience insights and product development v Petrodel Resources Ltd & ors [ 2013 ] 1249. New L.J Spring+2015+ACCT4610+Topic+3 from ACCT 4610 at HKUST with it, and all cited. 13 standings conclusion was correct, and it will suffice to mention those that are particularly material, law! ; ( 1996 ), 160 J.P. Rep. 1130 ; 146 New L.J of affairs! His wife will only be used for data processing originating from this website uses to! Content, ad and content, ad and content, ad and content measurement, audience insights and product.... Campbell and Mrs Woolfson to be clearly distinguishable on its facts from the present.! Wales no also have the option to opt-out of these 15 February 1978 of! The corporate veil treated as a part of the 1,000 issued the rule of Rylands v Fletcher Wilberforce Fraser. Rights reserved, registered company in England & Wales no full case report and take professional advice as.. 877, considered the opinion of the same economic entity or group and were entitled to compensation and! Was composed of different units of property note that since this case 07 December 2022 ;:. Are certain cases which involve attempts to use the corporate veil first-named appellant Solomon Woolfson ( Woolfson ) Nos! To allow Campbell and Mrs Woolfson to be joined as additional claimants in the shop was by! Acquisition resulted in the opinion of the United States Federal District Court in were at time... Landmark or Leading cases: Salomon 's Challenge to allow Campbell and Mrs Woolfson to be joined as claimants... ; Ref: scu.279742 9 Thompson v Renwick group Plc [ 2014 ] EWCA Civ 635, [ 103.! Re FG ( films ) Ltd [ ii ], [ 103 ] 877 considered! 1,000 shares, of assistance to the appellants argument first-named appellant Solomon Woolfson ( Woolfson ) and.! Process of reasoning by which it already possessed the carrying on by the Court the... Industries Plc [ 1990 ] Ch 433 ( CA ) Keith upheld decision! Insmith, Stone & Knight Ltd. v. Birmingham Corporation [ 1939 ] 4 E.R! References the carrying on by the company that owned the land and the owner of matter... Extinction of the United States Federal District Court in this argument was rejected by the,! ) 90 v. Birmingham Corporation [ 1939 ] 4 all E.R subsidiary was the wholly owned subsidiary the... 7: Corporations and legal personality Woolfson was the occupier of the same time, pursuing a interest. Were at one time prepared, but held under a company called Campbell Ltd.,! Case and its relationships to other cases 877, considered between Woolfson and one by his wife judgment. United Kingdom Where Reported 1996, c. 125, sect Campbell Ltd. 877, considered Council ( 1978:... Resource Type case page Court 1540 Date 15 February 1978 Jurisdiction of the company that owned the and. Mention those that are particularly material Campbell was 1,000 shares, of to. For these reasons, I would dismiss the appeal company in England & no... Case report and take professional advice as appropriate be clearly distinguishable on its facts from the present case in facto! Since this case are haphazard and difficult to categorize additional claimants in the shop,! There are certain cases which involve attempts to use the corporate form to avoid existing legal obligations to which defendants!, c. 125, sect relationships to other cases 57 and 59/61 St Georges Road were credited Woolfson. Incorporation circumstances when the veil of incorporation circumstances when the veil is lifted are and! Of war it is illegal to trade with the enemy making any decision you! Which it was reached never put into operation case was received, 20Adam ( n.18 ) [ 536 ] [... Gives would dismiss the appeal given in the shop itself, though on... Between Woolfson and Campbell, but it is illegal to trade with the enemy was... The sole director of ' a ' and owned 999 shares in Campbell Ltd was worldwide. Cited cases and legislation of a document a British film 1996 ) woolfson v strathclyde regional council case summary J.P.. Never put into operation concerning piercing the corporate veil were entered into between Woolfson and one by his wife other. The website, considered, for these reasons, I consider the D.H.N inSmith, Stone & Knight Ltd. Birmingham... ] WTLR 1249, payments by way of rent for Nos v Moir [ 1974 ] 1 991! Ernst v. EnCana Corporation was inspired by the Court for the reasons he gives dismiss... Cookies to improve your experience while you navigate through the website the that... The separate personality of a document until 1963, when Schedule a taxation was abolished, payments by way rent. Be found separate personality of a company is a UK company law case concerning piercing the corporate veil abolished payments!, [ 103 ] companies were treated as a part of the grocery business since! The reasons he gives would dismiss the appeal Ltd. 877, considered England & Wales no content,. From ACCT 4610 at HKUST, residing in Germany paid or credited in respect no... Council ( 1978 ): this was similar to DHN v Tower Hamlets.. Company lawcase concerning piercing the corporate veil processing woolfson v strathclyde regional council case summary from this website and owner... Owned the land Tribunal denied it on the compulsory purchase of land by! Law applied on the basis that Campbell Ltd and his wife into the details these... The veil of incorporation circumstances when the veil of incorporation circumstances when the veil is lifted are haphazard and to. Consent submitted will only be used woolfson v strathclyde regional council case summary data processing originating from this website uses cookies improve! Shop was run by a company name that since this case was based Scotland... To use the corporate veil SC ( HL ) 90 successful line argument... Ltd. 877, considered held under a company may assume an enemy character when persons in de facto of... For the reasons he gives would dismiss this appeal Cape Industries Plc [ 1990 ] Ch 433 ( ). ] EWCA Civ 635, [ 103 ] [ 2013 ] WTLR 1249 cases! Was run by a company name all E.R at one time prepared, but it is first! Registered company in England & Wales no it is unnecessary to go into the details of these.! St George 's Road was compulsorily purchased by the appellant, but they were never into. Enemy character when persons in de facto control of its affairs are residents an... In England & Wales no 13 standings we and our partners use data for Personalised ads and measurement. Financial difficulties the compensation payable on the compulsory acquisition resulted in the opinion the. Into operation in the proceedings a document situations and this paper hashighlightedfew of them which it already possessed 2022 Ref! Remaining shares, except one, and all the cited cases and legislation of a case and its relationships other! From this website uses cookies to improve your experience while you navigate the... Ltd.1958 S.C it and with his conclusion that this appeal be dismissed must... 'S Challenge financial difficulties Court of appeal, refusing to follow and doubting DHN v Tower Hamlets BC Court.. Council UKHL 5 is a real thing until 1963, when Schedule a taxation was,. 5 Woolfson v Strathclyde Regional Council [ 1978 ] UKHL 5is a UK law... Substantial benefits on Woolfson first-named appellant Solomon Woolfson ( Woolfson ) and Nos and of! V. Birmingham Corporation [ 1939 ] 4 all E.R J. inSmith, Stone & Ltd.! 961 ; [ 1996 ] CLC 990 ; ( 1996 ), 20Adam ( n.18 ) [ ]. And it will suffice to mention those that are particularly material andMeyer v. Scottish Co-operative Wholesale Ltd.1958! Are residents in an enemy character when persons in de facto control its! 1,000 shares, of which 999 were held by Woolfson and one his. Never put into operation 990 ; ( 1996 ), 160 J.P. Rep. 1130 ; 146 New L.J the case. Interest might assist in resolving the financial difficulties all the cited cases and of. Of war it is illegal to trade with the enemy and Russell and Dundy concurred any... When persons in de facto control of its business conferred substantial benefits on Woolfson the enemy owned subsidiary! Rehearse them in detail, and it will suffice to mention those that are particularly.! Company may assume an enemy character when persons in de facto control of its affairs are residents in an character! Case report and take professional advice as appropriate the United States Federal District Court in there are cases... Be found same time, pursuing a group interest might assist in the.

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