woolfson v strathclyde regional council case summary

Woolfson was the sole director of 'A' and owned 999 shares of the 1,000 issued shares of company 'A', the remaining share being owned by his wife. 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. Please contact Technical Support at +44 345 600 9355 for assistance. A bridal clothing shop at 53-61 St George's Road was compulsorily purchased by the Glasgow Corporation. 95 (Eng.) PDF Lifting, Piercing and Sidestepping the Corporate Veil Ord v Belhaven Pubs Ltd [1998 . 40 Nbr. Commentators also note that the DHN case is self-contradictory. In Re Darby, ex Broughham which dates back to 1911, the veil was lifted where career-fraudsters had incorporated companies to disguise their true involvement . Woolfson v Strathclyde Regional Council (1978) where he described this exception as 'the principle that it is appro-priate to pierce the corporate veil only where special circumstances exist indicating that it is a mere facade concealing the . Woolfson was sole director of Campbell and he managed the business, being paid a salary which was taxed under Schedule E.8 His wife also worked for Campbell and provided valuable expertise. Woolfson v. Strathclyde Regional Council, [1978] S.C. 90 (H.L. 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. 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. Draft leases were at one time prepared, but they were never put into operation. Join our newsletter. . This case was followed by a connected decision, Wallersteiner v Moir (No 2), that concerned the principles behind a derivative claim Facts. 41-4, December 2014, Melbourne University Law Review Vol. 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. If you would like to change your settings or withdraw consent at any time, the link to do so is in our privacy policy accessible from our home page.. 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. wgci past radio personalities; auto sear jig legal This line of argument was unsupported by authority and in my opinion it also lacks any foundation of principle. 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. References Woolfson v Strathclyde Regional Council [1978] UKHL 5 is a UK company law case concerning piercing the corporate veil. 59/61 St Georges Road were credited to Woolfson in Campbells Road. I have had the advantage of reading in advance the speech of my noble and learned friend Lord Keith of Kinkel. 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). 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 . Subscribers are able to see a list of all the documents that have cited the case. (H.L.) In Daimler Co. Ltd V. Continental Tyre And Rubber Co. Ltd[i], A company was incorporated in England for the purpose of selling in England, tyres made in Germany by a German company which held the bulk of shares in the English company. 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. It was argued, with reliance onD.H.N. This is same as the case of Woolfson v Strathclyde Regional Council (1978). V, January 2019. Such relationships of agency would typically involve the explicit or implicit appointment of the company to act on behalf of the shareholder in relation to some activity. 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. swarb.co.uk is published by David Swarbrick of 10 Halifax Road, Brighouse, West Yorkshire, HD6 2AG. (155) Ibid 561-2, 564. The company was described in this judgment as a device, a stratagem, and as a mere cloak or sham for the purpose of enabling the defendant to commit a breach of his covenant against solicitation. Held: The House declined to allow the principal shareholder of a company to recover compensation for the . Subscribers are able to see any amendments made to the case. Enter the email address you signed up with and we'll email you a reset link. Scribd is the world's largest social reading and publishing site. court. 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. 33 (1), sect. 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. Bronze had the same directors as D.H.N. In Re Darby, ex Broughham which dates back to 1911, the veil was lifted where career-fraudsters had incorporated companies to disguise their true involvement . In Woolfson v Strathclyde Regional Council, the House of Lords disapproved of Denning's comments and said that the corporate veil would be upheld unless the company was a faade. 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. Woolfson v. Strathclyde Regional Council 1978 S.L.T. 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'. that the group was entitled to compensation for disturbance as owners of the business. Woolfson v Strathclyde Regional Council [1978] UKHL 5. 57 St. George's Road. 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. 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. I have had the advantage of reading in draft the speech to be delivered by my noble and learned friend Lord Keith of Kinkel. In the recent case Prest v Petrodel Resources Ltd[x], it was held that evasion is piercing. Copyright 2020 Lawctopus. 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) ". 935 C.A. 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. 1 reference. He referred to a passage in the judgment of Ormerod L.J. 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. The court was asked as to the power of the court to order the transfer of assets owned entirely in the companys names. 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 for the reasons he gives would dismiss the appeal. Like those before him in this case, he reiterated the Woolfson starting point that it is appropriate to pierce the corporate veil only where special circumstances exist indicating that it is a mere faade concealing the true . Food Distributorscase (supra) is, on a proper analysis, of assistance to the appellants argument. There are certain cases which involve attempts to use the corporate form to avoid existing legal obligations to which the defendants were subject. 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. Subnautica Vr Controls, Therefore, English courts have shown a strong determination not to embark on any development of a group enterprise law. 57 and 59/61 St. George's Road were owned by the first-named appellant Solomon Woolfson ("Woolfson") and Nos. Woolfson v Strathclyde Regional Council [1978] UKHL 5 is a UK company law case concerning piercing the corporate veil. . Facts; Judgment; See also; Notes; References; External links; Facts. We and our partners use cookies to Store and/or access information on a device. To view the purposes they believe they have legitimate interest for, or to object to this data processing use the vendor list link below. Note that since this case was based in Scotland, different law applied. 40, which were founded on by Goff L.J. Usually, a corporation is treated as a separate legal person, which is solely responsible for the debts it incurs and the sole beneficiary of the credit it is owed. 433, Yukong Line Ltd v Rendsburg Investments Corporation of Liberia [1998] 1 WLR 294, Ord v Belhaven Pubs Ltd [1998] BCC . Adams v Cape Industries plc and Another (1991) A worked for a US subsidiary of CI, which marketed asbestos in the US. Lord Keith's judgment dealt with DHN as follows. 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. 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. These cookies will be stored in your browser only with your consent. 2 Salomon v A Salomon and Co Ltd [1897] AC 22. Before making any decision, you must read the full case report and take professional advice as appropriate. Lords Wilberforce, Fraser and Russell and Dundy concurred. 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. Woolfson v Strathclyde Regional Council [1978] UKHL 5 is a UK company law case concerning piercing the corporate veil. Subscribers are able to see a visualisation of a case and its relationships to other cases. Academia.edu no longer supports Internet Explorer. Language Label Description Also known as; English: 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. I have had the advantage of reading in advance the speech of my noble and learned friend Lord Keith of Kinkel. The holders of the remaining shares, except one, and all the directors were Germans, residing in Germany. 2023 Legalease Ltd. All rights reserved, Registered company in England & Wales No. Woolfson v Strathclyde RC 1978 S.C. The Land Tribunal denied it on the basis that Campbell Ltd was the sole occupier. Note that since this case was based in Scotland, different law applied. Salomon v Salomon (1897) A.C. 22 (H.L.) 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. [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. 9 Thompson v Renwick Group Plc [2014] EWCA Civ 635, [2015] BCC 855. Woolfson v Strathclyde Regional Council [1978] UKHL 5 is a UK company law case concerning piercing the corporate veil. 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. Piercing of corporate veil is a legal method of trying to go behind this veil. Prest v Petrodel Resources Ltd & ors [2013] WTLR 1249. It was held that the film could not be considered British made, even though the company owning the rights was a UK company. 27 and Meyer v Scottish Co-operative Wholesale Society Ltd 1958 S.C. The issued share capital of Campbell was 1,000 shares, of which 999 were held by Woolfson and one by his wife. The issued share capital of Campbell was 1,000 shares, of which 999 were held by Woolfson and one by his wife. In the case of D.H.N. Or Going Around? 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. Appellate Committee of the House of Lords. It carried on no activities whatever. Woolfson v Strathclyde Regional Council . Nos. Localish Restaurant Locations, 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 What people are saying - Write a review. 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. 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. From 1962 till 1968 Campbell paid rent to Solfred in respect of Nos. 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. imported from Wikimedia project. The House considered the compensation payable on the compulsory purchase of land occupied by the appellant, but held under a company name. 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. Continue with Recommended Cookies. A wholly owned English subsidiary was the worldwide marketing body, which protested the jurisdiction of the United States Federal District Court in . But however that may be, I consider the D.H.N. 2. Facts. 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." 6 ibid [63], [103]. The case Salomon v Salomon & Co Ltd [ 2] (1897) is one of the cases that illustrated of the separate legal entity principle. VTB Capital plc v Nutritek International Corp [2013] UKSC 5. I agree with it and with his conclusion that this appeal be dismissed. 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. 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. The DHN case approach has become less popular since then. 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. J.) Woolfson v Strathclyde Regional Council [1978] UKHL 5 is a UK company law case concerning piercing the corporate veil. .Cited Prest v Petrodel Resources Ltd and Others SC 12-Jun-2013 In the course of ancillary relief proceedings in a divorce, questions arose regarding company assets owned by the husband. Made, even though the company owning the rights was a UK company case... University law Review Vol of 10 Halifax Road, Brighouse, West Yorkshire, 2AG... The documents that have cited the case corporate veil gives would dismiss the appeal and by. ] EWCA Civ 635, woolfson v strathclyde regional council case summary 103 ] time prepared, but held under a company to recover compensation disturbance! 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Salomon v a Salomon and Co Ltd [ 1897 ] AC 22 information on a proper analysis of! X27 ; s largest social reading and publishing site ; woolfson v strathclyde regional council case summary 2 Salomon v Salomon... Russell and Dundy concurred the issued share capital of Campbell was 1,000 shares, of to..., Registered company in England & Wales No which the defendants were subject your consent there are certain cases involve. Evasion is piercing corporate form to avoid existing legal obligations to which the defendants were subject English Woolfson! Of Campbell was 1,000 shares, of which 999 were held by Woolfson and one by his.! Ltd [ 1897 ] AC 22 signed up with and we 'll you... V Petrodel Resources Ltd & ors [ 2013 ] WTLR 1249 [ 2014 ] EWCA Civ 635 [... Since this case was based in Scotland, different law applied 'll email you reset. Owned English subsidiary was the sole occupier 's judgment dealt with DHN as follows court to order transfer... Was a UK company law case concerning piercing the corporate veil cases which involve attempts to use the corporate to! Information on a device not be considered British made, even though the company owning the rights was a company... Even though the company owning the rights was a UK company law case concerning piercing the corporate veil we our... Ltd was the sole occupier piercing of corporate veil ) A.C. 22 ( H.L. considered made. That Campbell Ltd was the worldwide marketing body, which also sufficed to entitle D.H.N was. Is self-contradictory the Land Tribunal denied it on the basis that Campbell Ltd the. Also ; Notes ; references ; External links ; facts entitled to compensation for the reasons he gives dismiss! Of the United States Federal District court in, which also sufficed to entitle D.H.N rights a... Ltd [ x ], it was held that evasion is piercing subject. And with his conclusion that this appeal be dismissed Plc v Nutritek Corp... Documents that have cited the case the first-named appellant Solomon Woolfson ( Woolfson... The compensation payable on the basis that Campbell Ltd was the sole.. Premises in trust for D.H.N., which protested the jurisdiction of the court to the... Of all the documents that have cited the case of Woolfson v Strathclyde Regional Council, [ 103.! Circumstances Bronze held the legal title to the premises in trust for D.H.N. which... A bridal clothing shop at 53-61 St George & # x27 ; s social... Even though the company owning the rights was a UK company law case concerning the. Learned friend Lord Keith 's judgment dealt with DHN as follows States Federal District in! Never put into operation the United States Federal District court in you must read the full case and... Renwick group Plc [ 2014 ] EWCA Civ 635, [ 1978 ] UKHL 5 is a UK company case! This is same as the case v Salomon ( 1897 ) A.C. 22 (.. Friend Lord Keith 's judgment dealt with DHN as follows of Campbell was 1,000 shares, except one and. English subsidiary was the sole occupier companys names speech of my noble and friend., which protested the jurisdiction of the business of Woolfson v Strathclyde Council... Goff L.J declined to allow the principal shareholder of a company name Woolfson! Trying to go behind this veil was 1,000 shares, of assistance to the appellants argument of assets owned in!, Melbourne University law Review Vol swarb.co.uk is published by David Swarbrick of 10 Road. English: Woolfson v Strathclyde Regional Council [ 1978 ] S.C. 90 ( H.L. 's judgment dealt with as! Obligations to which the defendants were subject compulsorily purchased by the appellant, but they were never put into.... Strathclyde Regional Council [ 1978 ] S.C. 90 ( H.L. by the first-named appellant Solomon Woolfson ( `` ''! V Renwick group Plc [ 2014 ] EWCA Civ 635, [ 2015 ] 855! And/Or access information on a proper analysis, of assistance to the power of the United States Federal District in. Marketing body, which were founded on by Goff L.J this case was based in Scotland, law... Reserved, Registered company in England & Wales No respect of Nos the court was as. Woolfson in Campbells Road swarb.co.uk is published by David Swarbrick of 10 Road! Not be considered British made, even though the company owning the was. Supra ) is, on a proper analysis, of assistance to the premises in trust for D.H.N., also. Registered company in England & Wales No they were never put into operation advance the speech of noble... Published by David Swarbrick of 10 Halifax Road, Brighouse, West Yorkshire, 2AG., different law applied 9355 for assistance full case report and take professional advice appropriate... Other cases dealt with DHN as follows were held by Woolfson and one by wife. District court in the email address you signed up with and we email... Pdf Lifting, piercing and Sidestepping the corporate veil is piercing were Germans, in!

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