woolfson v strathclyde regional council case summary

If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. 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) Gilford Motor Co Ltd v Horne (1933) Subnautica Vr Controls, . 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. 0 references. He subsequently changed his mind and to avoid the specific performance against L and the company. In this case, the owner of the property was also the majority shareholder in the occupier and it was held that the facts of this case do not fall within the faade exception; but it provides no guidance which needs to determine. The court looked to the reality of the situation ignored the transfer, and ordered that the company should convey the land to J. 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. The leading case is Cape Industries. From 1952 until 1963, when Schedule A taxation was abolished, payments by way of rent for Nos. 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. But the shop itself, though all on one floor, was composed of different units of property. This followed the refusal by the court to allow Campbell and Mrs Woolfson to be joined as additional claimants in the proceedings. 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. the separate personality of a company is a real thing. 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. This article is licensed under the GNU Free Documentation License. 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. 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. Mr Woolfson had 999 shares in Campbell Ltd and his wife the other. From 1962 till 1968 Campbell paid rent to Solfred in respect of Nos. that the group was entitled to compensation for disturbance as owners of the business. Copyright 2020 Lawctopus. 95 (Eng.) 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). Wallersteiner v Moir [1974] 1 WLR 991 is a UK company law case concerning piercing the corporate veil. You can download the paper by clicking the button above. Introduction Woolfson v Strathclyde Regional Council 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. Woolfson v Strathclyde Regional Council [1978] UKHL 5 is a UK company law case concerning piercing the corporate veil. I was referred to Gilford Motor Co. Ltd v Horne [1933] Ch.935, Jones v Lipman [1962] 1 WLR 832, Woolfson v Strathclyde Regional Council [1978] SLT 159, Re a Company [1985] BCLC 333, Adams v Cape Industries plc [1990] 1 Ch. 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. 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 . 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. It was disregarded as being a heresy that had to be erased. . 27 andMeyer v. Scottish Co-operative Wholesale Society Ltd.1958 S.C. Therefore, English courts have shown a strong determination not to embark on any development of a group enterprise law. Prest v Petrodel Resources Ltd & ors [2013] WTLR 1249. Food case to be clearly distinguishable on its facts from the present case. However, the House of Lords did not elaborate on the nature of such special circumstances or the meaning of faade. Facts; Judgment; See also; Notes; References; External links; Facts. (158) Ibid 564. A suffered injuries through exposure to asbestos dust and wanted to sue. 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. The grounds for the decision were (1) that since D.H.N. The consent submitted will only be used for data processing originating from this website. Baron Gabriel van der Elst v LPA International Inc . Lords Wilberforce, Fraser and Russell and Dundy concurred. Before making any decision, you must read the full case report and take professional advice as appropriate. 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. 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 Wikiwand is the world's leading Wikipedia reader for web and mobile. In-text: (Adams and others v. Cape Industries Plc. 6 dead 28 wounded kamloops; dutch braid horse tail; border patrol checkpoints to avoid; traditional water lily tattoo; highest paying government jobs in nepal; georgia deed execution requirements; character creator picrew. Further, the decisions of this House in Caddies v Harold Holdsworth & Co (Wake-field) Ltd 1955 S.C. (H.L.) 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. We and our partners use data for Personalised ads and content, ad and content measurement, audience insights and product development. V, January 2019. Chapter 7: Corporations and legal personality Woolfson was the sole director of 'A' and owned 999 shares of the 1,000 issued . Continue with Recommended Cookies. (49) Woolfson v. Strathclyde Regional Council, Limited [1897] AC 22, Lord Sumption analysed attempts to pierce the corporate veil, referencing Woolfson v Strathclyde Regional Council, AC 22 Adams v Cape Industries Plc [1990] Ch. 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 . There the company that owned the land was the wholly owned subsidiary of the company that carried on the business. 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. 2023 Legalease Ltd. All rights reserved, Registered company in England & Wales No. 57 and 59/61 St Georges Road were owned by the first-named appellant Solomon Woolfson (Woolfson) and Nos. 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 . Or Going Around? 2, January 2017, Dundee Student Law Review Nbr. [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. 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. For the reasons stated in it, I also would dismiss this appeal. 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. However, the House of Lords ruled that Woolfson and its subsidiary were not a single economic unit due to operational practices. 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 . (Piercing the veil for attempting to evade a legal obligation); In re Darby, Brougham, [1911] 1 KB. Woolfson v Strathclyde RC 1978 S.C. Woolfson v Strathclyde Regional Council UKHL 5 is a UK company law case concerning piercing the corporate veil. 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 . 8]. facts (impropriety)21 can the veil be pierced according to Woolfson v Strathclyde Regional Council.22 In Gencor ACP Ltd v Dalby (Gencor)23 and Trustor AB v Smallbone (No.2) (Trustor),24 both cases held that the corporate veil was pierced on the basis that the companies were 'used 25as a faade to conceal the true facts'. 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. 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. It is the first of those grounds which alone is relevant for present purposes. 0 references. 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. 159 HOUSE OF LORDS (Lord Wilberforce, Lord Fraser of Tullybelton, Lord Russell of Killowen and Lord Keith of Kinkel) 15 February 1978 29. You also have the option to opt-out of these cookies. 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. C Minor Autotune, Denning refers to the subsidiaries as . 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. I agree with it and with his conclusion that this appeal be dismissed. 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. Koalas are marsupials that are native to the Australian continent. All E.R. 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. 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. 53-61 St George's Road Glasgow Corporation . 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 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. 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. I have had the advantage of reading in draft the speech to be delivered by my noble and learned friend Lord Keith of Kinkel. There are certain cases which involve attempts to use the corporate form to avoid existing legal obligations to which the defendants were subject. Jones v. Lipman and Another[iv], L Agreed to sell certain land to J. I agree with it and with his conclusion that this appeal be dismissed. 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. 5 minutes know interesting legal mattersWoolfson v Strathclyde Regional Council [1978] 2 EGLR 19 (HL) (UK Caselaw) 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. Menu Manage Settings Commentators also note that the DHN case is self-contradictory. References 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. (H.L.) What people are saying - Write a review. court. Infinite suggestions of high quality videos and topics 57 St. George's Road. From 1952 until 1963, when Schedule A taxation was abolished, payments by way of rent for Nos. The House considered the compensation payable on the compulsory purchase of land occupied by the appellant, but held under a company name. It was held that the film could not be considered British made, even though the company owning the rights was a UK company. The issued share capital of Campbell was 1,000 shares, of which 999 were held by Woolfson and one by his wife. 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 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. William Buick Wife, Lifting the Corporate Veil 287 which it already possessed. All rights reserved. The court was asked as to the power of the court to order the transfer of assets owned entirely in the companys names.

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