woolfson v strathclyde regional council case summary

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 façade to conceal the true facts’. Adams v Cape Industries plc and Another (1991) A worked for a US subsidiary of CI, which marketed asbestos in the US. The case also addressed long-standing issues under the English conflict of laws as to when a company would be resident in a foreign jurisdiction such that the English courts would recognise the foreign court's jurisdiction over the company. Therefore, English courts have shown a strong determination not to embark on any development of a group enterprise law. VTB Capital plc v Nutritek International Corp[2013] UKSC 5, [2013] 2 AC 337 is an English company law case, concerning piercing the corporate veil for fraud. As a conclusion, the notion of separate legal personality remains to this day an important feature of 40, which were founded on by Goff L.J. I have looked at a number of cases-they are all revenue cases … However, over time, the liberal approach applied in DHN has been less popular. Further, the decisions of this House in Caddies v Harold Holdsworth & Co (Wake-field) Ltd 1955 S.C. Note that since this case was based in Scotland, different law applied. 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’. 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. 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. The parent company, D.H.N., carried on the business in the premises which were the subject of compulsory purchase. The US subsidiary had no assets. Court: House of Lords: Docket Number: No. 27 and Meyer v Scottish Co-operative Wholesale Society Ltd 1958 S.C. 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 . 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. The leading case is Cape Industries. Jargon buster READ MORE. But the shop itself, though all on one floor, was composed of different units of property. 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. Tables of Cases The following abbreviations of Reports are used: AC Law Reports, Appeal Cases All ER All England Law Reports BLR Building Law Reports CH Law Reports, Chancery CILL Construction Industry Law Letter CLD Construction Law Digest Con LR Construction Law Reports Const LJ Construction Law Journal CSIH Court of Session Inner House CSOH Court of Session … 2 4) Legal Arguments Mrs Porcelli Mrs Porcelli argued that her employer had discriminated against her and violated s. 6(2)(b)of the Sex Discrimination Act 1975. Mr Solomon Woolfson owned three units and another company, Solfred Holdings Ltd owned the other two. 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”. 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 . Hi all Quick Q - this is taught up here in Scotland as a basic re separate corporate personality. 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. 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. … 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 Corp [1978] Uncategorized Legal Case Notes August 5, 2018 May 28, 2019. On the King's behalf, the Lord Chancellor developed a parallel justice system in the Court of Chancery, commonly referred as equity. 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. Multinational Gas and Petrochemical Co v Multinational Gas and Petrochemical Services Ltd, [1983] 3 WLR 492. and the premises were its only asset. Note that since this case was based in Scotland, different law applied. Liabilities should therefore, be attached to the whole group as companies aim to reach a single economic goal. 5 minutes know interesting legal mattersWoolfson v Strathclyde Regional Council [1978] 2 EGLR 19 (HL) (UK Caselaw) LW2225 semester essay skeleton answer Pros and cons of old partnerships Exam May 2015, answers Exam May 2016, questions Land Law Notes Settlement Agreement Coursework (H.L.) It is also described as ‘piercing’, ‘lifting’, ‘penetrating’, ‘peeping’ or ‘parting’ the veil of incorporation. Historically, trusts were mostly used where people left money in a will, created family settlements, created charities, or some types of business venture. 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. Prest v Petrodel Resources Ltd & ors [2013] UKSC 34. House of Lords upheld decision of Scottish court to go against DHN Food Distributors Limited v Tower Hamlets LBC [1976]. Filters. Caparo Industries PLC v Dickman[1990] UKHL 2 is a leading English tort law case on the test for a duty of care. This appears at present to be the preferred means of expressing the test which the courts will apply when considering whether to lift the corporate veil, see Adams v … 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 … Thx ppls. Adams v Cape Industries plc and Another (1991) A worked for a US subsidiary of CI, … 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. Although people are generally free to write trusts in any way they like, an increasing number of statutes are designed to protect beneficiaries, or regulate the trust relationship, including the Trustee Act 1925, Trustee Investments Act 1961, Recognition of Trusts Act 1987, Financial Services and Markets Act 2000, Trustee Act 2000, Pensions Act 1995, Pensions Act 2004 and the Charities Act 2011. 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. Summary. Other editions - View all. 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]. Is it taught elsewhere? Mr Woolfson had 999 shares in Campbell Ltd and his wife the other. Adams v Cape Industries plc [1990] Ch 433 is a UK company law case on separate legal personality and limited liability of shareholders. 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. Judge: Lord Wilberforce, Lord Fraser of Tullybelton, Lord Russell of Killowen, Lord Keith of Kinkel: Judgment Date: 15 Feb 1978: Jurisdiction: England & Wales [1978] UKHL … 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. The main contract incorporated the JCT standard form of building contract 1963 Edition. 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. But the shop itself, though all on one floor, was composed of different units of property. The veil of incorporation is thus said to be lifted. Trusts developed when claimants in property disputes were dissatisfied with the common law courts and petitioned the King for a just and equitable result. FAQs READ MORE. What people are saying - Write a review 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. As a conclusion, the notion of separate legal personality remains to this day an important feature of … It is the behaviour that matters, not the motive. Lords Wilberforce, Fraser and Russell and Dundy concurred. In my opinion the conclusion was correct, and I regard as unimpeachable the process of reasoning by which it was reached. Arguments of Woolfson & Solfred Society : Vocabulary Compensation for disturbance When the owners are also the occupiers a compensation for disturbance has to be granted for the ground value Woolfson was not separate from Campbell because he permits to the Campbell society to It was held by the Court of Appeal (Lord Denning M.R., Goff and Shaw LL. a sufficient interest in the land to found a claim to compensation for disturbance and (3) (per Goff and Shaw LL.J.) Commentators also note that the DHN case is self-contradictory. 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. Kleinwort Benson Ltd v. Malaysia Mining Corporation Bhd [1989] 1 WLR 379, CA. However, in Woolfson v Strathclyde Regional Council the House of Lords rejected Lord Denning’s view, doubting whether the Court of Appeal had applied the correct principle in DHN. In Woolfson v Strathclyde Regional Council 1978 SGT159, the D H N Case was distinguished essentially because the property owner in Woolfson was not a wholly-owned subsidiary. The forming of corporate groups usually involves consolidation via mergers and acquisitions, although the group concept focuses on the instances in which the merged and acquired corporate entities remain in existence rather than the instances in which they are dissolved by the parent. at Strathclyde Pension Fund Office, PO Box 27001, Glasgow G2 9EW. Macaura v Northern Assurance Co Ltd [1925] AC 619 appeared before the House of Lords concerning the principle of lifting the corporate veil. DHN Food Distributors Ltd v Tower Hamlets London Borough Council [1976] 1 WLR 852 is a UK company law case where, on the basis that a company should be compensated for loss of its business under a compulsory acquisition order, a group was recognised as a single economic entity. 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 This is the ERT case summary of the Scottish Court of Session decision of Strathclyde Regional Council v Porcelli [1986] IRLR 134. The business in the shop was run by a company called Campbell Ltd. We haven't found any reviews in the usual places. Woolfson v Strathclyde Regional Council UKHL 5 is a UK company law case concerning piercing the corporate veil. 6 ibid [63], [103]. It gives an example of when courts will treat shareholders and a company as one, in a situation where a company is used as an instrument of fraud. The leading case is Cape Industries. 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] SC 90, the House of Lords has since then rejected some of the conclusions reached by Lord Denning. **VTB Capital plc v Nutritek International Corp [2013] Shows doubts of the old test (woolfson). 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. It held that alterations could not be interfered with by the court unless a change was made that was bona fide for the benefit of the company as a whole. J.) English trust law concerns the creation and protection of asset funds, which are usually held by one party for another's benefit. 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. . Porcelli v Strathclyde Regional Council [1986] ICR 564 is a UK labour law case concerning sex discrimination. 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 façade concealing the true facts. 8 Woolfson v Strathclyde Regional Council [1978] SC 90 (HL) at 96. 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. (Comm) 768 (CA) - Westlaw Held: The House declined to allow the principal shareholder of a company to recover compensation for the . 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. E Green & Sons (Castings) Ltd v ASTMS [1984] IRLR 135 (EAT) is a UK labour law case, concerning the information and consultation in the European Union. Mr Solomon Woolfson owned three units and another company, Solfred Holdings Ltd owned the other two. Cases & Articles Tagged Under: Woolfson v Strathclyde Regional Council [1978] UKHL 5 | Page 1 of 1. The business in the shop was run by a company called Campbell Ltd. 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. Lord Keith upheld the decision of the Scottish Court of Appeal, refusing to follow and doubting DHN v Tower Hamlets BC. Woolfson v Strathclyde Regional Council, [1978] SC (HL) 90. Here the three subsidiary companies were treated as a part of the same economic entity or group and were entitled to compensation. 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. It was a case on all fours with DHN Food … [1]. 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. A mere facade. Adam v Cape Industries Plc, [1990] Ch 433. Stay safe and healthy Vincent. 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. Court judgments are … It carried on no activities whatever. 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