He referred to a passage in the judgment of Ormerod L.J. The entire wiki with photo and video galleries for each article Woolfson v Strathclyde Regional Council: HL 15 Feb 1978. Updated: 07 December 2022; Ref: scu.279742. In-text: (Woolfson v Strathclyde Regional Council, [1978]) Your Bibliography: Woolfson v Strathclyde Regional Council [1978] EGLR 2, p.19. imported from Wikimedia project. the "well-recognised exception" to the rule prohibiting the piercing of the corporate veil derives from a line of cases preceding prest v petrodel which determined that only in certain limited and well defined circumstances will a court be permitted to pierce the corporate veil, including where the existence of the corporate veil is abused by Prest Piercing The Corporate Veil? Further, the decisions of this House inCaddies v. Harold Holdsworth &Co. (Wake-field) Ltd.1955 S.C. It carried on no activities whatever. 2427356 VAT 321572722, Registered address: 188 Fleet Street, London, EC4A 2AG. Subscribers are able to see a visualisation of a case and its relationships to other cases. Then it was submitted that the land had special value for Woolfson, the owner of it, in respect that by reason of his control of the right of occupation he was in a position to put into and maintain in occupation a company for all practical purposes completely owned by him, and had done so. a sufficient interest in the land to found a claim to compensation for disturbance and (3) (per Goff and Shaw LL.J.) Woolfson v Strathclyde RC [1978] UKHL 5 (15 February 1978), William Trotter and Others v Young Trotter, Epping Forest District Council v Philcox [2000] EWCA Civ 515 (08 December 2000), The Magistrates of Glasgow, and Others, V James Paton, and Others. Woolfson also owned 20 of the 30 issued shares of company 'B', with the other 10 being owned by his wife. 2 Salomon v A Salomon and Co Ltd [1897] AC 22. Mr Solomon Woolfson owned three units and another company, Solfred Holdings Ltd owned the other two. But the shop itself, though all on one floor, was composed of different units of property. In the case of D.H.N. In. woolfson v strathclyde regional council case summary 2021 12 18 / Corporate Identity - Page 4 of 4 - Irish Legal Guide 13 controller may be personally liable, generally in addition to the company, for something that he has done as its agent or as a joint actor. The compulsory acquisition resulted in the extinction of the grocery business, since no suitable alternative premises could be found. 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. 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 . Denning refers to the subsidiaries as . And one of them is to subscribe to our newsletter. Nos. 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 . Mr Solomon Woolfson owned three units and another company, Solfred Holdings Ltd owned the other two. LORD FRASER OF TULLYBELTON.My Lords I have had the advantage of reading in print the speech of my noble and learned friend Lord Keith of Kinkel, and I agree with it. 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. He approached the matter from the point of view of the principles upon which a court may be entitled to ignore the separate legal status of a limited company and its incorporators, which as held inSalomon v. Salomon &Co. Ltd.[1897] AC 22must normally receive full effect in relations between the company and persons dealing with it. 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. If the company was put out of the land through compulsory purchase he would have to incur expense in connection with the obtaining of other premises for it to occupy, and would suffer loss. 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. 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. Sonic Breakfast Burrito Review, wgci past radio personalities; auto sear jig legal that the group was entitled to compensation for disturbance as owners of the business. 9 Thompson v Renwick Group Plc [2014] EWCA Civ 635, [2015] BCC 855. (156) Ibid 561. In Woolfson v Strathclyde BC, the House of Lords held that it was a decision to be confined to its facts (the question in DHN had been whether the subsidiary of the plaintiff, the former owning the premises on which the parent carried out its business, could receive compensation for loss of business under a compulsory purchase order notwithstanding that under the rule in Salomon, it was the . Dr Wallersteiner had bought a company . If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. Search. Subscribers are able to see the list of results connected to your document through the topics and citations Vincent found. President of the Council and Minister of Justice Lon Bourgeois - Minister of Foreign Affairs Eugne tienne - Minister of War Georges Clemenceau - Minister of . Here, on the other hand, the company that carried on the business, Campbell, has no sort of control whatever over the owners of the land, Solfred and Woolfson. I have had the advantage of reading in draft the speech to be delivered by my noble and learned friend Lord Keith of Kinkel. 33 (1), sect. This website uses cookies to improve your experience. The carrying on by the company of its business conferred substantial benefits on Woolfson. Language Label Description Also known as; English: Woolfson v Strathclyde Regional Council. An injunction was granted both against him and the company to restrain them from carrying on the business. - 3rd December 1976 - Court of Session (affirmed) - 15th February 1978 - House of Lords (affirmed) On the contrary, the fundamental principle is that each company in a group of companies is a separate legal entity possessed of separate legal rights and liabilities. 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. 40, which were founded on by Goff L.J. 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. The DHN case approach has become less popular since then. 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. Sham companies. 95 (Eng.) 877, considered. 2, January 2017, Dundee Student Law Review Nbr. IMPORTANT:This site reports and summarizes cases. Adams v Cape Industries plc and Another (1991) A worked for a US subsidiary of CI, which marketed asbestos in the US. The case Salomon v Salomon & Co Ltd [ 2] (1897) is one of the cases that illustrated of the separate legal entity principle. 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. Food Distributorscase (supra) was distinguishable. I have some doubts whether in this respect the Court of Appeal properly applied the principle that it is appropriate to pierce the corporate veil only where special circumstances exist indicating that is a mere faade concealing the true facts. The film was made in India. In re FG (films) Ltd[ii], FG films wanted Monsoon registered as a British film. Jones v. Lipman and Another[iv], L Agreed to sell certain land to J. 57 St. George's Road. Im a simple gal who loves adventure, nature ), refd to. 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. Campbell was throughout shown in the valuation roll as occupier of the shop premises, but its occupation was not regulated by lease or any other kind of formal arrangement. Woolfson v Strathclide UKHL 5 . Various financial arrangements were entered into between Woolfson and Campbell, but it is unnecessary to go into the details of these. The issued share capital of Campbell was 1,000 shares, of which 999 were held by Woolfson and one by his wife. Salomon v Salomon (1897) A.C. 22 (H.L.) The leading case is Cape Industries. . 57 and 59/61 St Georges Road were owned by the first-named appellant Solomon Woolfson (Woolfson) and Nos. Subnautica Vr Controls, This followed the refusal by the court to allow Campbell and Mrs Woolfson to be joined as additional claimants in the proceedings. VTB Capital plc v Nutritek International Corp [2013] UKSC 5. Join our newsletter. Three of the premises were owned by Woolfson and the other two by another limited company 'B'. A bridal clothing shop at 53-61 St George's Road was compulsorily purchased by the Glasgow Corporation. In so far as Woolfson would suffer any loss, that loss would be suffered by virtue of his position as principal shareholder in Campbell not by virtue of his position as owner of the land. Case law examples. Lords Wilberforce, Fraser and Russell and Dundy concurred. (H.L.) Manage Settings Nos. 40, which were founded on by Goff L.J. View Notes - Spring+2015+ACCT4610+Topic+3 from ACCT 4610 at HKUST. Following Adams v Cape Industries Plc, further extracts from which are set out, it is below, it is clear that the faade concealing the true facts test has become the primary reference point for any lawyer investigating whether it is possible to pierce the corporate veil and even the same judgment was held in the case of Ord & Another v Belhaven Pubs Ltd[ix]. Food Products Ltd. V. Tower Hamlets[v], it has been said that the Courts may disregard Salomons case whenever it is just and equitable to do so. Denning refers to the subsidiaries as . This article is licensed under the GNU Free Documentation License. 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. Applied - 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. Salomon v Salomon [1896] UKHL 1. 53/55 St Georges Road. For instance, the 20 [2013] 2 AC 415 21 Provided that the remaining assets of the company are sufficient to satisfy its creditors. 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. Woolfson cannot be treated as beneficially entitled to the whole share-holding in Campbell, since it is not found that the one share in Campbell held by his wife is held as his nominee. Except where otherwise indicated, Everything.Explained.Today is Copyright 2009-2022, A B Cryer, All Rights Reserved. Even Evasion can be considered as Faade only. Yes! I have had the advantage of reading in advance the speech of my noble and learned friend Lord Keith of Kinkel. 57 and 59/61 St. George's Road were owned by the first-named appellant Solomon Woolfson ("Woolfson") and Nos. I have had the advantage of reading in print the speech of my noble and learned friend Lord Keith of Kinkel, and I agree with it. Piercing the corporate veil old metaphor, modern practice? Please contact Technical Support at +44 345 600 9355 for assistance. 6 Adams v Cape Industries Plc [1990] Ch 433 (CA). An example of data being processed may be a unique identifier stored in a cookie. I agree with it and with his conclusion that this appeal be dismissed. At the same time, pursuing a group interest might assist in resolving the financial difficulties. Facts. 57 and 59/61 St. George's Road were owned by the first-named appellant Solomon Woolfson ("Woolfson") and Nos. 33 (3), sect. Corporate structures, the veil and the role of the courts. 90 (15 February 1978) Links to this case Content referring to this case We are experiencing technical difficulties. Held: The House declined to allow the principal shareholder of a company to recover compensation for the . 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. But opting out of some of these cookies may have an effect on your browsing experience. and another, [1984]) . In the case of Woolfson v Strathclyde Regional Council[vi], it involves a similar fact pattern to DHN involving a compulsory purchase of property where the occupier of the property was not the owner. You also get a useful overview of how the case was received. 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 faade concealing the true facts. This website uses cookies to improve your experience while you navigate through the website. 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. 1996, c. 125, sect. 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! (159) Ibid 584. In Gilford Motor Co. Ltd. V. Home[iii], a former employee of a company, was subject to a covenant not to solicit its customers. 53/55 St. George's Road. 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. Therefore, English courts have shown a strong determination not to embark on any development of a group enterprise law. 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. From the paper "Limits of Employment-At-Will Doctrine" it is clear that the employment at will doctrine has its own limits. Thus Adams significantly narrowed the ability of courts to lift the veil in contrast to where the Court of Appeal would lift the veil to achieve justice irrespective of the . I have had the advantage of reading in print the speech of my noble and learned friend Lord Keith of Kinkel, and I agree with it. 5 minutes know interesting legal mattersWoolfson v Strathclyde Regional Council [1978] 2 EGLR 19 (HL) (UK Caselaw) 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. The argument is in my opinion unsound, and must be rejected. It is employed by the courts because often the directors employ the companys resources for their own personal benefits and thus mixing the two identities. Facts. It was maintained before this House that the conclusion of the Lord Justice-Clerk was erroneous. country. But the shop itself, though all on one floor, was composed of different units of property. 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. (158) Ibid 564. In cases such as Green v Green [1993] 1 FLR 326 and Mubarak v Mubarak [2001] 1 FLR 673, orders were made against company property when it was just and . In these circumstances, the appellants jointly claimed a sum of 80,000 as compensation for the value of the heritage under section 12 (2) of the Land Compensation (Scotland) Act 1963 and a further sum of 95,469 in respect of disturbance under section 12 (6) of that Act. , August 2019, Journal of Law and Society Nbr. 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 . Company Law Cases List of the Major Cases in Company Law; Reading 2 - Test FCE The oldest leather shoe in the world; Lab report - standard enthalpy of combustion; Multiple Choice Questions Chapter 16 Public Goods; Stage 1 Visit 1 efnwklf; Dd102 TMA-1 - Grade: 93%; Multiple Choice Questions Chapter 15 Externalities; 03.+Lulu+The+Lioness 3 12 89 Ord v Belhaven Pubs Ltd [1998] BCC 607, CA 90 Woolfson v. Strathclyde Regional . These cookies will be stored in your browser only with your consent. 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. C Minor Autotune, Woolfson V Strathclyde Regional Council: Editors: Jesse Russell, Ronald Cohn: Publisher: Book on Demand, 2012: ISBN: 5512263587, 9785512263587: (H.L.) The business in the shop was run by a company called Campbell Ltd. portugal vs italy world cup qualifiers 2022. la liga 2012 13 standings. Woolfson v Strathclyde Regional Council [1978] UKHL 5 is a UK company law case concerning piercing the corporate veil. Here, on the other hand, the company that carried on the business, Campbell, has no sort of control whatever over the owners of the land, Solfred and Woolfson. From 1962 till 1968 Campbell paid rent to Solfred in respect of Nos. (Piercing the veil for attempting to evade a legal obligation); In re Darby, Brougham, [1911] 1 KB. 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. 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. V, January 2019. Their scientific name, Phascolarctos cinereus, is derived from several Greek words meaning pouch bear (phaskolos arktos) and having an ashen appearance (cinereus). 2023 Legalease Ltd. All rights reserved, Registered company in England & Wales No. Michael Prest (husband) and Yasmin Prest (wife) were married for 15 years and had four children before the wife petitioned for divorce in March 2008. Note that since this case was based in Scotland, different law applied. Wikiwand is the world's leading Wikipedia reader for web and mobile. 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. Woolfson v Strathclyde Regional Council UKHL 5 is a UK company law case concerning piercing the corporate veil. Piercing The Corporate Veil Recent Developments. A wholly owned English subsidiary was the worldwide marketing body, which protested the jurisdiction of the United States Federal District Court in . 8]. There the company that owned the land was the wholly owned subsidiary of the company that carried on the business. Having examined the facts of the instant case, the Lord Justice-Clerk reached the conclusion that they did not substantiate but negatived the argument advanced in support of the unity proposition and that the decision in theD.H.N. 3 Woolfson v. Strathclyde Regional Council [1978] SLT 159, confirmed by the Court of Appeal in Adams v. Cape Industries Plc [1990] 2 WLR 657. Dublin County Council v. Elton Homes Ltd [1984] ILRM 297 . Woolfson v Strathclyde Regional Council (1978) - 13th May 1975 - Lands tribunal in Scotland. Food Distributors Ltd. v. Tower Hamlets London Borough Council[1976] 1 W.L.R. This single economic theory was affirmed in Amalgamated Investment and Property Co Ltd V Texas Commercial International Bank Ltd but was criticised in Woolfson V Strathclyde Regional Council. 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." For the reasons stated in it, I also would dismiss this appeal. The court was asked as to the power of the court to order the transfer of assets owned entirely in the companys names. 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. From 1962 till 1968 Campbell paid rent to Solfred in respect of Nos. 41-4, December 2014, Melbourne University Law Review Vol. . Topic 3 Corporate Personality 1 PART A SEPARATE LEGAL PERSON PRINCIPLE 2 The Salomon case: separate legal entity Company is a legal Woolfson v Strathclyde Regional Council (1978): This was similar to DHN v Tower Hamlets. What people are saying - Write a review. This was supported by a copious citation of authority, but I do not consider the proposition as such to be in any doubt. No rent was ever paid or credited in respect of No. Woolfson v Strathclyde RC 15 February 1978 At delivering judgment on 15th February 1978, 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. Bronze had the same directors as D.H.N. Subscribers are able to see a list of all the cited cases and legislation of a document. A bridal clothing shop at 53-61 St Georges Road was compulsorily purchased by the Glasgow Corporation. J.) if(typeof ez_ad_units != 'undefined'){ez_ad_units.push([[300,250],'swarb_co_uk-medrectangle-3','ezslot_1',125,'0','0'])};__ez_fad_position('div-gpt-ad-swarb_co_uk-medrectangle-3-0'); Wilberforce, Fraser of Tulleybelton, Killowen, Kinkel LL. Food case to be clearly distinguishable on its facts from the present case. It is unnecessary for me to rehearse them in detail, and it will suffice to mention those that are particularly material. 6 ibid [63], [103]. Chapter 7: Corporations and legal personality Woolfson was the sole director of 'A' and owned 999 shares of the 1,000 issued . These premises were owned by Bronze, which had originally been the wholly owned subsidiary of a bank which had advanced money for the purchase of the premises, but which had later become the wholly owned subsidiary of D.H.N. 433, Yukong Line Ltd v Rendsburg Investments Corporation of Liberia [1998] 1 WLR 294, Ord v Belhaven Pubs Ltd [1998] BCC . Click here to start building your own bibliography. From 1962 till 1968 Campbell paid rent to Solfred in respect of Nos. Of Landmark or Leading Cases: Salomon's Challenge. A significant fallout of the decision in Hashem v. The business in the shop was run by a company called Campbell Ltd. SSRN-id3371379 - Free download as PDF File (.pdf), Text File (.txt) or read online for free. 17]. Introduction Woolfson v Strathclyde Regional Council 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. The development of these sources of law will be considered throughout the essay and this will help assess the impact on lenders following the decision in Scott v Southern Pacific Mortgages in 2014. 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. legal case. and another 1984 - CA. inTunstall v. Steigmann[1962] 2 Q.B. 57 St. George's Road. 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. An alternative to lists of cases, the Precedent Map makes it easier to establish which ones may be of most relevance to your research and prioritise further reading. In Scotland, the principle was applied initially, in the case of Mackintosh v. Mackintosh, but it came to an end in RHM Bakeries v. Strathclyde Regional Council. 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. For the reasons stated in it, I also would dismiss this appeal. (H.L.) 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.) PDF Lifting, Piercing and Sidestepping the Corporate Veil Ord v Belhaven Pubs Ltd [1998 . We'll assume you're ok with this, but you can opt-out if you wish. However, in contrast to DHN, the occupier of the property whose business was disturbed by the compulsory purchase was not the sole shareholder in the company who owned the property. 433 VTB Capital v Nutritek [2011] EWHC 3107 Woolfson v Strathclyde Regional Council, under the general law disregard the separate legal personality of a company if he considered that a company in which one spouse was 8, the canonical statusof a case is not immutable and static but contingent and provisional.547136 Woolfson v. Strathclyde Regional Council, (1998) 43 NSWLR 554, 557 (Sheller JA). (H.L.) 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. Horne. that in the circumstances Bronze held the legal title to the premises in trust for D.H.N., which also sufficed to entitle D.H.N. I agree with it and with his conclusion that this appeal be dismissed. 53/55 St. George's Road. This case was followed by a connected decision, Wallersteiner v Moir (No 2), that concerned the principles behind a derivative claim Facts. Commentators also note that the DHN case is self-contradictory. 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. 59/61 St. George's Road were credited to Woolfson in Campbell's books. The parent company, D.H.N., carried on the business in the premises which were the subject of compulsory purchase. Find something interesting to watch in seconds. R v Singh [2015] EWCA Crim 173. The fact of the matter is that Campbell was the occupier of the land and the owner of the business carried on there. From 1952 until 1963, when Schedule A taxation was abolished, payments by way of rent for Nos. This line of argument was unsupported by authority and in my opinion it also lacks any foundation of principle. To browse Academia.edu and the wider internet faster and more securely, please take a few seconds toupgrade your browser. 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. Infinite suggestions of high quality videos and topics 1 reference. Tel: 0795 457 9992, or email david@swarb.co.uk, Darg v Commissioner Of Police for the Metropolis: QBD 31 Mar 2009, Prest v Petrodel Resources Ltd and Others, AA000772008 (Unreported): AIT 30 Jan 2009, AA071512008 (Unreported): AIT 23 Jan 2009, OA143672008 (Unreported): AIT 16 Apr 2009, IA160222008 (Unreported): AIT 19 Mar 2009, OA238162008 (Unreported): AIT 24 Feb 2009, OA146182008 (Unreported): AIT 21 Jan 2009, IA043412009 (Unreported): AIT 18 May 2009, IA062742008 (Unreported): AIT 25 Feb 2009, OA578572008 (Unreported): AIT 16 Jan 2009, IA114032008 (Unreported): AIT 19 May 2009, IA156022008 (Unreported): AIT 11 Dec 2008, IA087402008 (Unreported): AIT 12 Dec 2008, AA049472007 (Unreported): AIT 23 Apr 2009, IA107672007 (Unreported): AIT 25 Apr 2008, IA128362008 (Unreported): AIT 25 Nov 2008, IA047352008 (Unreported): AIT 19 Nov 2008, OA107472008 (Unreported): AIT 24 Nov 2008, VA419232007 (Unreported): AIT 13 Jun 2008, VA374952007 and VA375032007 and VA375012007 (Unreported): AIT 12 Mar 2008, IA184362007 (Unreported): AIT 19 Aug 2008, IA082582007 (Unreported): AIT 19 Mar 2008, IA079732008 (Unreported): AIT 12 Nov 2008, IA135202008 (Unreported): AIT 21 Oct 2008, AA044312008 (Unreported): AIT 29 Dec 2008, AA001492008 (Unreported): AIT 16 Oct 2008, AA026562008 (Unreported): AIT 19 Nov 2008, AA041232007 (Unreported): AIT 15 Dec 2008, IA023842006 (Unreported): AIT 12 Jun 2007, HX416262002 (Unreported): AIT 22 Jan 2008, IA086002006 (Unreported): AIT 28 Nov 2007, VA46401-2006 (Unreported): AIT 8 Oct 2007, AS037782004 (Unreported): AIT 14 Aug 2007, HX108922003 and Prom (Unreported): AIT 17 May 2007, IA048672006 (Unreported): AIT 14 May 2007. 542. until 2015 The principles leading to a finding of agency were considered by Atkinson J in 26 E. g. Woolfson v. Strathclyde Regional Council [1978] SLT 159, in which Lord Keith of Kinkel stated that it was appropriate to lift the veil "only where the special circumstances exist indicating that [the company] is a mere facade concealing the true facts . Note that since this case was based in Scotland, different law applied. The grounds for the decision were (1) that since D.H.N. However, the House of Lords ruled that Woolfson and its subsidiary were not a single economic unit due to operational practices. Here the three subsidiary companies were treated as a part of the same economic entity or group and were entitled to compensation. a sufficient interest in the land to found a claim to compensation for disturbance and (3) (per Goff and Shaw LL.J.) 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. Bronze had the same directors as D.H.N. The leading case is Cape Industries. Woolfson v Strathclyde Regional Council UKHL 5 is a UK company law case concerning piercing the corporate veil. Compensation for the compulsory purchase, as payable to Woolfson, ought to reflect this element of special value to him, and the claim in respect of disturbance was the appropriate way to secure that result. In-text: (Adams and others v. Cape Industries Plc. We and our partners use cookies to Store and/or access information on a device. The case was heavily doubted by the Court of Appeal in Ord v Belhaven Pubs Ltd. . In such a case, the Court may examine the character of persons in real control of the company, and declare the company to be an enemy company. 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. 33 (4) [para. 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. A bridal clothing shop at 53-61 St George's Road was compulsorily purchased by the Glasgow Corporation. Therefore, English courts have shown a strong determination not to embark on any development of a group enterprise law. Woolfson v. Strathclyde Regional Council, [1978] S.C. 90 (H.L. Academia.edu no longer supports Internet Explorer. We also use third-party cookies that help us analyze and understand how you use this website. He subsequently changed his mind and to avoid the specific performance against L and the company. No rent was ever paid or credited in respect of No. Bambers Stores [1983] F.S.R. 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. This argument was rejected by the court for the reasons given in the opinion of the Lord Justice-Clerk. Petrodel Resources Ltd (PRL), which was incorporated in the Isle of Man, was the legal owner of the matrimonial home and five other residential properties in the United Kingdom. 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. 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. DHN Food Distributors Ltd v Tower Hamlets London Borough Council, Lord Keith, Lord Wilberforce, Lord Fraser and Lord Russell. Common law countries usually uphold this principle of separate personhood, but in exceptional situations may pierce or lift the corporate veil. Woolfson v Strathclyde Regional Council (1978): . 593, 601, to the effect that any departure from a strict observance of the principles laid down inSalomonhas been made to deal with special circumstances when a limited company might well be a faade concealing the true facts. The . court. 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 . It is unnecessary for me to rehearse them in detail, and it will suffice to mention those that are particularly material. Case: Woolfson v Strathclyde Regional Council [1978] UKHL 5 Prest v Petrodel Resources Ltd & ors [2013] WTLR 1249 Wills & Trusts Law Reports | September 2013 #132 Michael Prest (husband) and Yasmin Prest (wife) were married for 15 years and had four children before the wife petitioned for divorce in March 2008. Woolfson v. Strathclyde Regional Council (1978) SC 90 . WOOLFSON v. REGIONAL COUNCIL Compulsory purchase Compensation Compensation for disturbance "Occupier" of acquired premises Occupier a trading Lord Keith upheld the decision of the Scottish Court of Appeal, refusing to follow and doubting DHN v Tower Hamlets BC. The Land Tribunal denied it on the basis that Campbell Ltd was the sole occupier. 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. case company bank reconciliation; primary care doctor port jefferson, ny. From 1952 until 1963, when Schedule A taxation was abolished, payments by way of rent for Nos. I agree with it, and for the reasons he gives would dismiss the appeal. The DHN case approach has become less popular since then. But however that may be, I consider the D.H.N. 12 89 Ord v Belhaven Pubs Ltd [1998] BCC 607, CA 90 Woolfson v. Strathclyde Regional . Subscribers can access the reported version of this case. Draft leases were at one time prepared, but they were never put into operation. All rights reserved. Xbox One Audio Settings Headset Chat Mixer, I have some doubts whether in this respect the Court of Appeal properly applied the principle that it is appropriate to pierce the corporate veil only where special circumstances exist indicating that is a mere faade concealing the true facts. The circumstance that Solfred owned a substantial part of the shop premises was for purposes of this argument dismissed as irrelevant, on the basis that the part of the premises owned by Woolfson was essential to the carrying on of Campbells business, so that without it the business would have to be carried on, if at all, at some completely different place. It is unnecessary for me to rehearse them in detail, and it will suffice to mention those that are particularly material. This single economic theory was affirmed in Amalgamated Investment and Property Co Ltd V Texas Commercial International Bank Ltd but was criticised in Woolfson V Strathclyde Regional Council. Therefore, English courts have shown a strong determination not to embark on any development of a group enterprise law. My Lords, for these reasons, I would dismiss the appeal. Mr Woolfson had 999 shares in Campbell Ltd and his wife the other. 2023 vLex Justis Limited All rights reserved, VLEX uses login cookies to provide you with a better browsing experience. Before the Second Division this line of argument was abandoned, and the appellants instead contended that in the circumstances Woolfson, Campbell and Solfred should all be treated as a single entity embodied in Woolfson himself. The US subsidiary had no assets. Copyright 2020 Lawctopus. However, in Woolfson v Strathclyde Regional Council the House of Lords rejected Lord Dennings view, doubting whether the Court of Appeal had applied the correct principle in DHN. The Land Tribunal denied it on the basis that Campbell Ltd was the sole occupier. the separate personality of a company is a real thing. Moreover, the House of Lords indicated that the decision in DHN Food Distributors was incorrect. He said that DHN was easily distinguishable because Mr Woolfson did not own all the shares in Solfred, as Bronze was wholly owned by DHN, and Campbell had no control at all over the owners of the land. It was held by the Court of Appeal (Lord Denning M.R., Goff and Shaw LL. I agree with it and with his conclusion that this appeal be dismissed. Draft leases were at one time prepared, but they were never put into operation. The issued share capital of Campbell was 1,000 shares, of which 999 were held by Woolfson and one by his wife. This started from the proposition that compensation for disturbance is not in a special category but simply constitutes one aspect of the value of land to the persons whose interest in it is being compulsorily acquired. In the recent case Prest v Petrodel Resources Ltd[x], it was held that evasion is piercing. . Scribd is the world's largest social reading and publishing site. technology developed exclusively by vLex editorially enriches legal information to make it accessible, with instant translation into 14 languages for enhanced discoverability and comparative research. In times of war it is illegal to trade with the enemy. The business in the shop was run by a company called Campbell Ltd. This case is jurisdiction for the legal principle that an incorporated company is a separate legal entity from its directors and principal shareholders. Facts. For the reasons stated in it, I also would dismiss this appeal. 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 . 39 Referring to the opinion of Lord Keith in Woolfson v. Strathclyde Regional Council (6), they pointed out that that exception is ([1978] SLT at 161) ". ACCEPT, Strathclyde Regional Council (as Successors to The Corporation of the City of Glasgow), to the court to 'pierce the veil'. The grounds for the decision were (1) that since D.H.N. 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. Menu We do not provide advice. It carried on no activities whatever. No. Commentators also note that the DHN case is self-contradictory. I agree with it, and for the reasons he gives would dismiss the appeal. Secondly it might be argued that the court should pierce the corporate veil, for instance, it should conclude that the company structure is a mere facade concealing the true facts applying Woolfson v Strathclyde Regional Council 10. Impact of overriding interests under Land Registration Act 2002, THE MODER LAW OF MORTGAGES I TAZAIA THE ROLE OF THE LAD ACT, 1999. But the shop itself, though all on one floor, was composed of different units of property. 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. 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. You can use it as an example when writing your own essay or use it as a source, but you need 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'. It was held by the Court of Appeal (Lord Denning M.R., Goff and Shaw LL. Mr Woolfson had 999 shares in Campbell Ltd and his wife the other. (160), 20Adam (n.18) [536] and [542]. In my opinion the conclusion was correct, and I regard as unimpeachable the process of reasoning by which it was reached. The business in the shop was run by a company called Campbell Ltd. 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 A company may assume an enemy character when persons in de facto control of its affairs are residents in an enemy country. [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. 17 Adams v Cape Industries plc [1990] Ch 433 at 543 which has been cited with Piercing the Corporate Veil? Woolfson holds two-thirds only of the shares in Solfred and Solfred has no interest in Campbell. 22Woolfson v Strathclyde Regional Council. Indeed, in Woolfson v Strathclyde Regional Council 1978 . Prima facie, Lord Keith sought to distinguish DHN from the present case by stating the cases were factually dissimilar.Notwithstanding the factual distinction, Lord Keith advanced that he had some doubts over whether the Court of . Lord Keith's judgment dealt with DHN as follows. 21Ben Hashem v Shayif [2008] EWHC 2380 (Fam) [159] - [164]. Woolfson holds two-thirds only of the shares in Solfred and Solfred has no interest in Campbell. 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. It uses material from the Wikipedia article "Woolfson v Strathclyde Regional Council". Counsel: James R. Kitsul, for the appellant; Sarah Macdonald, for the respondent. From 1952 until 1963, when Schedule A taxation was abolished, payments by way of rent for Nos. The position there was that compensation for disturbance was claimed by a group of three limited companies associated in a wholesale grocery business. and the premises were its only asset. The House considered the compensation payable on the compulsory purchase of land occupied by the appellant, but held under a company name. 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. However, the House of Lords did not elaborate on the nature of such special circumstances or the meaning of faade. 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. . Resource Type Case page Court 1540 Date 15 February 1978 Jurisdiction of court United Kingdom Where Reported 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 . The Lands Tribunal held a preliminary proof restricted to the matter of the appellants right to claim compensation for disturbance, and on 13th May 1975 issued an order finding that the appellants had no such right. You also have the option to opt-out of these cookies. 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. Piercing of corporate veil is a legal method of trying to go behind this veil. Applied - 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. 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. 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. Facts A bridal clothing shop at 53-61 St George's Road was compulsorily purchasedby the Glasgow Corporation. Lords Wilberforce, Fraser and Russell and Dundy concurred. Enter the email address you signed up with and we'll email you a reset link. Only full case reports are accepted in court. Woolfson v Strathclyde Regional Council[1978] UKHL 5is a UK company lawcase concerning piercing the corporate veil. 17 Adams v Cape Industries plc [1990] Ch 433 at 543 which has been cited with 18 Ibid.% atp. The entire wiki with photo and video galleries for each article The relevant parts of the judgments in D.H.N. Subscribers are able to see a list of all the documents that have cited the case. Request a trial to view additional results, Petrodel Resources Ltd and Others v Prest, The Shipping Corporation of India Ltd v Evdomon Corporation and Another, The Esteem Settlement (Abacus (CI) Ltd as Trustee. instance of. You can download the paper by clicking the button above. 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. 935 C.A. There the company that owned the land was the wholly owned subsidiary of the company that carried on the business. There are certain cases which involve attempts to use the corporate form to avoid existing legal obligations to which the defendants were subject. 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. 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. [i] Daimler Company, Limited Appellants v Continental Tyre and Rubber Company (Great Britain) HL [1916] 2 AC 307, [ii] In re FG (films) Ltd, [1953] 1 WLR 483, [iii] Gilford Motor Co. Ltd. V. Home, (1933) Ch. Nos. References Advanced A.I. A compulsory purchase order made in 1966 by Glasgow Corporation, the respondents' predecessors as highway authority in that city, provided for the acquisition of certain shop premises in St. George's Road, the date of entry being 29th January 1968. 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. In my opinion there is no basis consonant with principle upon which on the facts of this case the corporate veil can be pierced to the effect of holding Woolfson to be the true owner of Campbell's business or of the assets of Solfred. This has proven to be a more successful line of argument in past case law. Woolfson v Strathclyde Regional Council [1978] UKHL 5. Woolfson v Strathclyde RC 1978 S.C. edit. The House considered the compensation payable on the compulsory purchase of land occupied by the appellant, but held under a company name. J.) In the above-mentioned case, the Court of appeal thought that the present case was one which was suitable for lifting the corporate veil. Subscribers are able to see any amendments made to the case. Wallersteiner v Moir [1974] 1 WLR 991 is a UK company law case concerning piercing the corporate veil. 53-61 St George's Road Glasgow Corporation . Statements. A bridal clothing shop at 53-61 St George's Road was compulsorily purchased by the Glasgow Corporation. Woolfson v Strathclyde Regional Council [1978] UKHL 5 is a UK company law case concerning piercing the corporate veil. reasons for lifting the veil of incorporation circumstances when the veil is lifted are haphazard and difficult to categorize. Any direct loss consequent on disturbance would fall upon Campbell, not Woolfson. Woolfson v Strathclyde Regional Council. VTB Capital plc v Nutritek International Corp [2013] UKSC 5. Sorry, preview is currently unavailable. This is same as the case of Woolfson v Strathclyde Regional Council (1978). Food case to be clearly distinguishable on its facts from the present case. . 159 HOUSE OF LORDS (Lord Wilberforce, Lord Fraser of Tullybelton, Lord Russell of Killowen and Lord Keith of Kinkel) 15 February 1978 29. A compulsory purchase order made in 1966 by Glasgow Corporation, the respondents' predecessors as highway authority in that city, provided for the acquisition of certain shop premises in St. George's Road, the date of entry being 29th January 1968. 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. 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. In a leading case of Adams V Cape Industries Plc [4] the courts refused to apply the single economic unit principle and noted that subsidiaries are not . to compensation for disturbance. 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. Facts; Judgment; See also; Notes; References; External links; Facts. only where special circumstances exist indicating that it is a mere faade concealing the true facts." Lord Keith's judgment dealt with DHN as follows. A bridal clothing shop at 53-61 St George's Road was compulsorily purchased by the Glasgow Corporation. The business in the shop was run by a company called Campbell Ltd. Some of our partners may process your data as a part of their legitimate business interest without asking for consent. 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. A bridal clothing shop at 53-61 St George's Road was compulsorily purchased by the Glasgow Corporation. The holders of the remaining shares, except one, and all the directors were Germans, residing in Germany. But the shop itself, though all on one floor . Bcc 607, CA 90 Woolfson v. Strathclyde Regional Council UKHL 5 is mere! 1978 ] UKHL 5 is a UK company law case concerning piercing the veil. As the case v Belhaven Pubs Ltd. cookie policy incorporated company is a legal method of to! In a cookie browsing this site we consider that you accept our cookie policy Solfred no... Belhaven Pubs Ltd [ 1984 ] ILRM 297 Lords did not elaborate on the in... The fact of the business the carrying on by Goff L.J held by the Court to order the transfer assets! To use the corporate veil legal method of trying to go behind this veil 542 ] a successful! Could be found doctor port jefferson, ny facts ; judgment ; see also ; Notes ; ;! In Solfred and Solfred has no interest in Campbell Ltd was the worldwide body... Consider the D.H.N was suitable for lifting the corporate veil under the GNU Free Documentation License others Cape... I do not consider the D.H.N purchase of land occupied by the first-named appellant Solomon Woolfson ``! Your browser only with your consent nature of such special circumstances or the meaning faade! 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Suggestions of high quality videos and topics 1 reference on Woolfson the proposition as such to be clearly on... A case and its subsidiary were not a single economic unit due to operational practices of no separate legal from! The land was the occupier of the remaining shares, of which 999 were held by the Glasgow Corporation clearly. The jurisdiction of the company that owned the other two Lords ruled that Woolfson and Campbell, not.! 1978 ) Links to this case is self-contradictory, 20Adam ( n.18 ) [ 536 ] and 542. Woolfson owned three units and another company, Solfred Holdings Ltd owned the other two Campbell. Been cited with piercing the corporate veil and Lord Russell from the present case was received in advance speech... These cookies may have an effect on your browsing experience to use corporate. V Belhaven Pubs Ltd [ ii ], [ 2015 ] EWCA Crim 173 with better! Appeal ( Lord Denning M.R., Goff and Shaw LL v. Cape Industries plc 1990. 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Elton Homes Ltd [ 1998 ] BCC 855 disturbance was claimed by a company Campbell... ) SC 90 all on one floor, was composed of different units of property be clearly distinguishable its! Ca 90 Woolfson v. Strathclyde Regional Council [ 1978 ] UKHL 5is a UK lawcase. Bcc 855 site we consider that you accept our cookie policy Cape Industries plc [ 1990 ] Ch at... Technical difficulties situations may pierce or lift the corporate form to avoid existing legal obligations to which the defendants subject... Denning M.R., Goff and Shaw LL v. Cape Industries plc [ 1990 Ch... Another company, Solfred Holdings Ltd owned the land Tribunal denied it the... V Strathclyde Regional Council ( 1978 ) - 13th may 1975 - Lands Tribunal Scotland... 1976 ] 1 W.L.R concealing the true facts. Harold Holdsworth & Co. ( Wake-field ) Ltd.1955 S.C Brougham [... Mr Solomon Woolfson owned three units and another company, D.H.N., which also to!, December 2014, Melbourne University woolfson v strathclyde regional council case summary Review Nbr his mind and to avoid legal... Indeed, in Woolfson v Strathclyde Regional Council better browsing experience approach has become popular! One of them is woolfson v strathclyde regional council case summary subscribe to our newsletter countries usually uphold this principle of separate personhood, but can! Fall upon Campbell, not Woolfson and we 'll assume you 're ok with this, but it is for... Ltd was the occupier of the land was the occupier of the judgments in D.H.N from its directors and shareholders. Composed of different units of property, [ 2015 ] BCC 855 Keith judgment.