The business in the shop was run by a company called Campbell Ltd. I have looked at a number of cases-they are all revenue cases … … Court: House of Lords: Docket Number: No. Two left, and were replaced by men. In Antonio Gramsci Shipping Corp and others v Stepanovs, the High Court permitted the veil of incorporation to be pierced to permit the claimants to seek to enforce an agreement against … The veil of incorporation is thus said to be lifted. This argument for lifting the veil is targeted at companies within a corporate group. (Comm) 768 (CA) - Westlaw The compulsory acquisition resulted in the extinction of the grocery business, since no suitable alternative premises could be found. Could only be pierced where there were special circumstances which indicated the veil is a mere facade concealing the true facts. 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 façade. Note that since this case was based in Scotland, different law applied. Commentators also note that the DHN case is self-contradictory. Trusts developed when claimants in property disputes were dissatisfied with the common law courts and petitioned the King for a just and equitable result. 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. 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]. This rule served as a marginal form of minority shareholder protection at common law, before the existence of any unfair prejudice remedy. 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 façade. . 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. Woolfson v. Strathclyde Regional Council [1978] SLT 159 ; Adams v Cape Industries plc [1991] 1 ALL ER 929; Stocznia Gdanska SA v Latvian Shipping Co (Repudiation) [2002] EWCA Civ 889; [2002] 2 All E.R. WTLR Issue: September 2013 #132. The only case in that connection in the House of Lords, or Supreme Court, to which we were referred, was Woolfson v Strathclyde Regional Council 1978 SLT 159, a case … The DHN case approach has become less popular since then. The DHN case approach has become less popular since then. Daimler Co Ltd v Continental Tyre and Rubber Co Ltd [1916] 2 AC 307 is a UK company law case, concerning the concept of "control" and enemy character of a company. It was held by the Court of Appeal (Lord Denning M.R., Goff and Shaw LL. Prest v Petrodel Resources Ltd and Others, [2013] UKSC 34. P alleged that they conducted a campaign of … Kleinwort Benson Ltd v. Malaysia Mining Corporation Bhd [1989] 1 WLR 379, CA. Authority for the proposition that:-if an employee suffers sexual harassment, the fact that sex discrimination was not in itself the motive for the harassment will not negate the existence of sex discrimination. Involved a fault under a loan company which was used to buy dairy … Woolfson v Strathclyde Regional Council UKHL 5 is a UK company law case concerning piercing the corporate veil. Some male co-workers at Strathclyde Regional Council made sexually abusive comments to a Ms Porcelli. Vincent. DHN Food Distributors v Borough of Tower Hamlets [1976] 1; WLR 852 (Read a full report of this case). As a conclusion, the notion of separate legal personality remains to this day an important feature of … Food case to be clearly distinguishable on its facts from the present case. Held: The House declined to allow the principal shareholder of a company to recover compensation for the . ‘Lifting the veil’ refers to the situations where the judiciary or the legislature has decided that the separation of the personality of the company and the members is not to be maintained. The business in the shop was run by a company called Campbell Ltd. The council employed three laboratory technicians, who were all female and included E, the applicant, at one of their schools. 9 VTB Capital plc v Nutritek International Corp [2013] UKSC 5, [2013] 2 AC 337 at [124]. The case contains an impressive analysis of the case law ... 11 Woolfson v Strathclyde Regional Council 1978 SC(HL) 90 at p.96 12 Gilford Motor Co Ltd v Horne [1933] Ch 935. lon_lib1\9607989\1 4 9 October 2013 legga an individual agreeing to sell a property to a third party but seeking to frustrate the sale Im Biblisch-Ebraïschen und Nordwestsemitischen J. Krasovec No preview available - 1977. The US subsidiary had no assets. 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. SPFOnline READ MORE LOGIN. Lord Keith upheld the decision of the Scottish Court of Appeal, refusing to follow and doubting DHN v Tower Hamlets BC. The parent company, D.H.N., carried on the business in the premises which were the subject of compulsory purchase. Piercing the corporate veil: a new era post Prest v PetrodelThat a company has a separate legal personality from its shareholders is a well-established common law rule, derived initially from the case of Salomon v A Salomon [1897] AC 22 and reiterated in more recent authorities such as Adams v Cape Industries [1990] Ch 433 . 8 Woolfson v Strathclyde Regional Council [1978] SC 90 (HL) at 96. The Lords therefore emphasised … Other editions - View all. Butt v Kelson [1952] Ch 197 is a UK company law and English trusts law case concerning the right of a beneficiary to direct its trustees to exercise votes on company shares that the trust possesses. Woolfson v Strathclyde Regional Council: HL 15 Feb 1978. 5 minutes know interesting legal mattersWoolfson v Strathclyde Regional Council [1978] 2 EGLR 19 (HL) (UK Caselaw) Lee v Lee’s Air Farming Ltd [1960] UKPC 33 is a company law case from New Zealand, also important for UK company law and Indian Companies Act 2013, concerning the corporate veil and separate legal personality. 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. W… This concept has traditionally been likened to a "veil" of separation between the legal entity of a corporation and the real people who invest their money and labour into a company's operations. Piercing the corporate veil or lifting the corporate veil is a legal decision to treat the rights or duties of a corporation as … In a Scottish case after SOGA was passed, Archivent Sales & Development Ltd. v Strathclyde Regional Council 1985 S.L.T. A similar comment was made by Slade LJ in Adams v Cape Industrial Plc [1990] CH 433, … It is usually discussed in the context of lifting the corporate veil, however it is merely an example of where the corporate veil is not in issue as a matter of company law, since the decision turns on correct interpretation of a statute. The one situation where the veil could be lifted was whether there are special circumstances indicating that the company is a ‘mere façade concealing the true facts’. See Wedderburn, (1984) 47 MLR 87. The opposing decision to DHN Food Distributors was the ruling of the House of Lords in the case of Woolfson v Strathclyde Regional Council. Woolfson v Strathclyde Regional Council (1978): This was similar to DHN v Tower Hamlets. In my opinion the conclusion was correct, and I regard as unimpeachable the process of reasoning by which it was reached. 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. Caddies v Harold Holdsworth & Co (Wake-field) Ltd, Meyer v Scottish Co-operative Wholesale Society Ltd, Canada Safeway Ltd v Local 373, Canadian Food and Allied Workers, Dimbleby & Sons Ltd v National Union of Journalists, DHN Food Distributors Ltd v Tower Hamlets London Borough Council, https://en.wikipedia.org/w/index.php?title=Woolfson_v_Strathclyde_Regional_Council&oldid=637556370, United Kingdom corporate personality case law, Creative Commons Attribution-ShareAlike License, Lord Keith, Lord Wilberforce, Lord Fraser and Lord Russell, This page was last edited on 11 December 2014, at 01:15. **VTB Capital plc v Nutritek International Corp [2013] Shows doubts of the old test (woolfson). Lords Wilberforce, Fraser and Russell and Dundy concurred. It stands as a liberal example of when UK courts may lift the veil of incorporation of a company. 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. Woolfson v Strathclyde Regional Council [1978] UKHL 5 is a UK company law case concerning piercing the corporate veil. There the company that owned the land was the wholly owned subsidiary of the company that carried on the business. . 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. Filters. House of Lords upheld decision of Scottish court to go against DHN Food Distributors Limited v Tower Hamlets LBC [1976]. Further, the decisions of this House in Caddies v Harold Holdsworth & Co (Wake-field) Ltd 1955 S.C. 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. Jargon buster READ MORE. 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. Woolfson holds two-thirds only of the shares in Solfred and Solfred has no interest in Campbell. Woolfson v Strathclyde Regional Council, [1978] SC (HL) 90. Gramophone and typewriter, Ltd v Stanley, [1908] 2 KB 89 Mr Woolfson had 999 shares in Campbell Ltd and his wife the other. Adams v Cape Industries plc [1990] Ch 433 is the leading UK company law case on separate legal personality and limited liability of shareholders. Woolfson cannot be treated as beneficially entitled to the whole shareholding in Campbell, since it is not found that the One share in Campbell held by his wife is held as his nominee. In order for a duty of care to arise in negligence: A corporate group or group of companies is a collection of parent and subsidiary corporations that function as a single economic entity through a common source of control. Therefore the more fact that the case is one which falls within Salomon v Salomon & Co. is not of itself conclusive.’ It seems therefore to be a question of fact in each case, and those cases indicate that the question is whether the subsidiary was carrying on the business as the company’s business or as its own. 10 Prest, above n 3, at [28]. Just as a natural person cannot be held legally accountable for the conduct or obligations of another person, unless they have expressly or implicitly assumed responsibility, guaranteed or indemnified the other person, as a general principle shareholders, directors and employees cannot be bound by the rights and duties of a corporation. I can see no grounds whatever, upon the facts found in the special case, for treating the company structure as a mere façade, nor do I consider that the D.H.N. Note that since this case was based in Scotland, different law applied. Historically, trusts were mostly used where people left money in a will, created family settlements, created charities, or some types of business venture. It is also described as ‘piercing’, ‘lifting’, ‘penetrating’, ‘peeping’ or ‘parting’ the veil of incorporation. Woolfson holds two-thirds only of the shares in Solfred, and Solfred has no interest in Campbell. 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 façade concealing the true facts. Also governed by the Insolvency Act 1986, the UK Corporate Governance Code, European Union Directives and court cases, the company is the primary legal vehicle to organise and run business. But the shop itself, though all on one floor, was composed of different units of property. Woolfson v Strathclyde Regional Council 1978 - the old test. It carried on no activities whatever. Trusts were a creation of the English law of property and obligations, but also share a history with countries across the Commonwealth and the United States. 17. They had twenty and ten shares respecti… The corporate veil in the United Kingdom is a metaphorical reference used in UK company law for the concept that the rights and duties of a corporation are, as a general principle, the responsibility of that company alone. Therefore, English courts have shown a strong determination not to embark on any development of a group enterprise law. Porcelli v Strathclyde Regional Council [1986] ICR 564, Court of Session; Case Summary. As a conclusion, the notion of separate legal personality remains to this day an important feature of 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. Liabilities should therefore, be attached to the whole group as companies aim to reach a single economic goal. Woolfson v Strathclyde Regional Council [1978] UKHL 5 is a UK company law case concerning piercing the corporate veil. If the corporations are engaged in entirely different businesses, the group is called a conglomerate. Thx ppls. The basis of this argument is that despite the separate legal personalities of the companies within the group, they in fact constitute a single unit for economic purposes and should therefore be seen as one legal unit. facts (company is a “sham”): Woolfson v Strathclyde Regional Council; Toptrans Ltd v Delta Resources Co Inc [3.026] – Evasion of existing legal obligations (see … What people are saying - Write a review We haven't found any reviews in the usual places. The concept of a group is frequently used in tax law, accounting and company law to attribute the rights and duties of one member of the group to another or the whole. Strathclyde Regional Council v Porcelli [1986] IRLR 134 1) Reference Details Jurisdiction: United Kingdom of Great Britain and Northern Ireland, Scottish Court of Session Date of Decision: 31 January 1986 Case Status: Concluded 2) Facts Mrs Porcelli was a … Hi all Quick Q - this is taught up here in Scotland as a basic re separate corporate personality. Case Reports Porcelli v Strathclyde Regional Council [1986] IRLR 134, Scottish Court of Session; Porcelli v Strathclyde Regional Council [1986] IRLR 134, Scottish Court of Session. Cases & Articles Tagged Under: Woolfson v Strathclyde Regional Council [1978] UKHL 5 | Page 1 of 1. A bridal clothing shop at 53-61 St George’s Road was compulsorily purchased by the Glasgow Corporation. We haven't found any reviews in the usual places. Tunstall v Steigmann [1962] 2 QB 593, at 602; Woolfson v Strathclyde Regional Council 1978 SC (HL) 90, at 96. To set a reading intention, click through to any list item, and look for the panel on the left hand side: The Judicial Committee of the Privy Council reasserted that a company is a separate legal entity, so that a director could still be under a contract of employment with the company he solely owned. HELP. 27 and Meyer v Scottish Co-operative Wholesale Society Ltd 1958 S.C. But the shop itself, though all on one floor, was composed of different units of property. A mere facade. However this approach was subsequently criticised in Woolfson v Strathclyde Regional Council [1978] SC (HL) 90, making the point that the Court of Appeal in DHN had made no mention of the principle that the veil would only be pierced “where special circumstances exist indicating that [the company] is a mere façade concealing the true facts” (at 96). Mr Solomon Woolfson owned three units and another company, Solfred Holdings Ltd owned the other two. Woolfson v Strathclyde Regional Council, [1978] SC (HL) 90. Provides topic based information written in QA format. Case referred to: Ministry of Defence v ... of the opinion of the Employment Appeal Tribunal there is no dispute between the parties in this appeal by Strathclyde Regional Council that the question for us is whether the decision of the Industrial Tribunal proceeded upon a failure correctly to understand, or to apply to the facts which they found, the provisions of s.1(1)(a) of the Act. Lord Keith's judgment dealt with DHN as follows. acknowledged by Lord Keith of Kinkel in Woolfson v Strathclyde Regional Council 1978 S.C. 2 (HL) 90, where he commented at page 96 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”. Allen v Gold Reefs of West Africa Ltd [1900] 1 Ch 656 is a UK company law case concerning alteration of a company's articles of association. Woolfson v Strathclyde Regional Council [1978] UKHL 5 is a UK company law case concerning piercing the corporate veil. Woolfson v Strathclyde Regional Council [1978] UKHL 5 is a UK company law case concerning piercing the corporate veil. After the Judicature Act 1873, England's courts of equity and common law were merged, and equitable principles took precedence. 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. Strathclyde Regional Council Strathclyde Regional Council alleged that the way Mrs Porcelli had been treated was not because of or on the grounds of her sex. Lazarus Estates Ltd v Beasley [1956] 1 QB 702 Prest v Petrodel Resources Ltd UKSC 34, [2013] R v McDowell [2015] EWCA Crim 173 R v Singh [2015] EWCA Crim 173 Salomon v Salomon [1896] UKHL 1 Trustor AB v Smallbone (No 2) [2001] EWHC 703 VTB Capital plc v Nutritek International Corp [2013] UKSC 5 Woolfson v Strathclyde Regional Council [1978] UKHL 5 In the 1897 UK case Salomon v. 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