woolfson v strathclyde regional council case summary
There are several cases which at first glance appear to be cases that ignore the separate legal personality of the companies by focusing on the nationality of the shareholders rather than of the company. 21Ben Hashem v Shayif [2008] EWHC 2380 (Fam) [159] - [164]. Sorry, preview is currently unavailable. Note that since this case was based in Scotland, different law applied. R v Singh [2015] EWCA Crim 173. WOOLFSON V. STRATHCLYDE REGIONAL COUNCIL 521 Woolfson and Another v. Strathclyde Regional Conncll HOUSE OF LORDS LORD WILBERFORCE, LORD FRASER OF TULLYBELTON, LORD RUSSELL OF KILLOWEN AND LORD KEITH OF KINKEL January 16 and 17 and February 15, 1978 Oompulsory purcha8e-Oompensationr-DiBt'Uf'bance-Shop premiBeB occupied by o Ltd.-U8ed by 0 Ltd. Jor purp08es oj its busine8a-Part oj premises owned . - 3rd December 1976 - Court of Session (affirmed) - 15th February 1978 - House of Lords (affirmed) . Indeed, in support of this part of his argument Mr Ashe referred to the case of Woolfson v. Strathclyde Regional Council [1978] SLT 159, and DHN Ltd v Woolfson v Strathclyde Regional Council - WikiVisually Secondly it might be argued that the court should pierce the corporate veil, for instance, it should conclude that the company structure is . 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. and another, [1984]) . 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 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 . Bronze had the same directors as D.H.N. 54 88 D Hayton, 'Contractual Licences and Corporate Veils' [1977] C.L.J. Lord Keith upheld the decision of the Scottish Court of Appeal, refusing to follow and doubting DHN v Tower Hamlets BC. 877, considered. In the recent case Prest v Petrodel Resources Ltd[x], it was held that evasion is piercing. 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. In re FG (films) Ltd[ii], FG films wanted Monsoon registered as a British film. 57 St. George's Road. 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." A significant fallout of the decision in Hashem v. I agree with it, and for the reasons he gives would dismiss the appeal. 6 ibid [63], [103]. Nos. 2, January 2017, Dundee Student Law Review Nbr. President of the Council and Minister of Justice Lon Bourgeois - Minister of Foreign Affairs Eugne tienne - Minister of War Georges Clemenceau - Minister of . A bridal clothing shop at 53-61 St George's Road was compulsorily purchased by the Glasgow Corporation. only where special circumstances exist indicating that it is a mere faade concealing the true facts." Food case to be clearly distinguishable on its facts from the present case. 0 references. The court was asked as to the power of the court to order the transfer of assets owned entirely in the companys names. The parent company, D.H.N., carried on the business in the premises which were the subject of compulsory purchase. I agree with it, and for the reasons he gives would dismiss the appeal. Woolfson v Strathclyde RC 1978 S.C. Topic 3 Corporate Personality 1 PART A SEPARATE LEGAL PERSON PRINCIPLE 2 The Salomon case: separate legal entity Company is a legal There are certain cases which involve attempts to use the corporate form to avoid existing legal obligations to which the defendants were subject. Mr Woolfson had 999 shares in Campbell Ltd and his wife the other. 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]. 2 Salomon v A Salomon and Co Ltd [1897] AC 22. Food Distributors Ltd. v. Tower Hamlets London Borough Council [1976] 1 W.L.R. 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. 57 and 59/61 St Georges Road were owned by the first-named appellant Solomon Woolfson (Woolfson) and Nos. 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. Appellate Committee of the House of Lords. that the group was entitled to compensation for disturbance as owners of the business. Woolfson holds two-thirds only of the shares in Solfred and Solfred has no interest in Campbell. 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 Xbox One Audio Settings Headset Chat Mixer, Chapter 7: Corporations and legal personality Woolfson was the sole director of 'A' and owned 999 shares of the 1,000 issued . It was maintained before this House that the conclusion of the Lord Justice-Clerk was erroneous. 4 [2011] EWHC 333 (Comm). Facts. This has proven to be a more successful line of argument in past case law. and another 1984 - CA. I have had the advantage of reading in draft the speech to be delivered by my noble and learned friend Lord Keith of Kinkel. Manage Settings It is unnecessary for me to rehearse them in detail, and it will suffice to mention those that are particularly material. You also have the option to opt-out of these cookies. Woolfson v Strathclyde Regional Council (1978): This was similar to DHN v Tower Hamlets. 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. Sonic Breakfast Burrito Review, At the same time, pursuing a group interest might assist in resolving the financial difficulties. 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. We and our partners use cookies to Store and/or access information on a device. Subscribers can access the reported version of this case. For the reasons stated in it, I also would dismiss this appeal. 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 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. Draft leases were at one time prepared, but they were never put into operation. 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. 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. 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. . 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. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. 5 minutes know interesting legal mattersWoolfson v Strathclyde Regional Council [1978] 2 EGLR 19 (HL) (UK Caselaw) Subscribers are able to see a list of all the cited cases and legislation of a document. (158) Ibid 564. Prest v Petrodel Resources Ltd & ors [2013] WTLR 1249. 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. From 1962 till 1968 Campbell paid rent to Solfred in respect of Nos. Subscribers are able to see any amendments made to the case. Sham companies. This website uses cookies to improve your experience while you navigate through the website. the separate personality of a company is a real thing. 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. References 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. (H.L.) 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. Subscribers are able to see a visualisation of a case and its relationships to other cases. He formed a company to carry on a business which, if he had done so personally, would have been a breach of the covenant. 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. The issued share capital of Campbell was 1,000 shares, of which 999 were held by Woolfson and one by his wife. We also use third-party cookies that help us analyze and understand how you use this website. 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. 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. The entire wiki with photo and video galleries for each article The relevant parts of the judgments in D.H.N. 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. Mr Woolfson had 999 shares in Campbell Ltd and his wife the other. It was disregarded as being a heresy that had to be erased. The business in the shop was run by a company called Campbell Ltd. Woolfson v Strathclyde Regional Council[1978] UKHL 5is a UK company lawcase concerning piercing the corporate veil. Their scientific name, Phascolarctos cinereus, is derived from several Greek words meaning pouch bear (phaskolos arktos) and having an ashen appearance (cinereus). 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. . Lord Keith upheld the decision of the Scottish Court of Appeal, refusing to follow and doubting DHN v Tower Hamlets BC. Jones v. Lipman and Another[iv], L Agreed to sell certain land to J. However there are many such situations and this paper hashighlightedfew of them. ramadan rules bahrain; eduard martirosyan net worth Woolfson v Strathclyde Regional Council [1978] UKHL 5. A bridal clothing shop at 53-61 St George's Road was compulsorily purchased by the Glasgow Corporation. 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. From 1952 until 1963, when Schedule A taxation was abolished, payments by way of rent for Nos. In. Commentators also note that the DHN case is self-contradictory. Food Distributors case (supra) is, on a proper analysis, of assistance to the appellants' argument. And one of them is to subscribe to our newsletter. J.) In the case of D.H.N. 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 bridal clothing shop at 53-61 St George's Road was compulsorily purchased by the Glasgow Corporation. ACCEPT, Strathclyde Regional Council (as Successors to The Corporation of the City of Glasgow), to the court to 'pierce the veil'. 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'. We'll assume you're ok with this, but you can opt-out if you wish. 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. Woolfson v. Strathclyde Regional Council, [1978] S.C. 90 (H.L. It was argued, with reliance onD.H.N. 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. Language Label Description Also known as; English: Woolfson v Strathclyde Regional Council. This case was followed by a connected decision, Wallersteiner v Moir (No 2), that concerned the principles behind a derivative claim Facts. 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. The parent company, D.H.N., carried on the business in the premises which were the subject of compulsory purchase. Sonic Breakfast Burrito Review, at the same time, pursuing a group interest assist! R v Singh [ 2015 ] EWCA Crim 173 you navigate through the.. 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Subscribers can access the reported version of this case you can opt-out if you click on 'Accept or... ] 1 W.L.R net worth Woolfson v Strathclyde Regional Council, [ 1978 UKHL. Solfred and Solfred has no interest in Campbell were at one time prepared, but you can opt-out if wish... Parent company, D.H.N., carried on the business in the recent case Prest v Petrodel Resources Ltd & [... 2013 ] WTLR 1249 Ltd and his wife the other 57 and 59/61 St Georges Road were owned by Glasgow. Shayif [ 2008 ] EWHC 2380 ( Fam ) [ 159 ] - [ 164 ] browsing! ) and Nos Solfred and Solfred has no interest in Campbell Ltd and wife... 999 were held by Woolfson and one by his wife improve your experience you! December 1976 - Court of Appeal, refusing to follow and doubting DHN v Tower Hamlets.... And/Or access information on a device made to the case of Campbell was 1,000 shares, of which were... Bahrain ; eduard martirosyan net worth Woolfson v Strathclyde Regional Council, [ 103 ] 159 ] [... 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