Scribd is the world's largest social reading and publishing site. The business in the shop was run by a company called Campbell Ltd. Then it was submitted that the land had special value for Woolfson, the owner of it, in respect that by reason of his control of the right of occupation he was in a position to put into and maintain in occupation a company for all practical purposes completely owned by him, and had done so. But however that may be, I consider the D.H.N. Woolfson v Strathclyde RC 15 February 1978 At delivering judgment on 15th February 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. Dublin County Council v. Elton Homes Ltd [1984] ILRM 297 . UK legal case. Only full case reports are accepted in court. I have had the advantage of reading in draft the speech to be delivered by my noble and learned friend Lord Keith of Kinkel. Food case to be clearly distinguishable on its facts from the present case. Of Landmark or Leading Cases: Salomon's Challenge. imported from Wikimedia project. 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. WOOLFSON v. REGIONAL COUNCIL Compulsory purchase Compensation Compensation for disturbance "Occupier" of acquired premises Occupier a trading Woolfson was distinguished from DHN Food Distributors by the Law Lords on the grounds that the company owning the property was only partially, rather than wholly, owned by the claimant company. The issued share capital of Campbell was 1,000 shares, of which 999 were held by Woolfson and one by his wife. legal case. The . Woolfson v. Strathclyde Regional Council, [1978] S.C. 90 (H.L. 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. 21Ben Hashem v Shayif [2008] EWHC 2380 (Fam) [159] - [164]. Lord Keith upheld the decision of the Scottish Court of Appeal, refusing to follow and doubting DHN v Tower Hamlets BC. 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. 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. An injunction was granted both against him and the company to restrain them from carrying on the business. 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. The grounds for the decision were (1) that since D.H.N. If the company was put out of the land through compulsory purchase he would have to incur expense in connection with the obtaining of other premises for it to occupy, and would suffer loss. 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. 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. 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. 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. 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. 17]. Woolfson also owned 20 of the 30 issued shares of company 'B', with the other 10 being owned by his wife. I have had the advantage of reading in advance the speech of my noble and learned friend Lord Keith of Kinkel. ), refd to. Woolfson v Strathclyde Regional Council (1978): . But opting out of some of these cookies may have an effect on your browsing experience. 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. LORD WILBERFORCE.My Lords, I have had the advantage of reading in draft the speech to be delivered by my noble and learned friend Lord Keith of Kinkel. However, the House of Lords ruled that Woolfson and its subsidiary were not a single economic unit due to operational practices. Lifting the Corporate Veil 287 which it already possessed. 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. Subscribers are able to see any amendments made to the case. 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 . Woolfson v Strathclide UKHL 5 . What approach did the Court of Appeal take in Adams v Cape Industries plc [1990] Ch 433? Piercing The Corporate Veil Recent Developments. Statutes Noticed: Expropriation Act, R.S.B.C. IMPORTANT:This site reports and summarizes cases. This is same as the case of Woolfson v Strathclyde Regional Council (1978). The case was heavily doubted by the Court of Appeal in Ord v Belhaven Pubs Ltd. . In Adam v Cape Industries Plc[vii], the single economic unit argument, there is no general principle that all companies in a group of companies are to be regarded as one. 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. Corporate structures, the veil and the role of the courts. 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 . 0 references. 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. 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. The business in the shop was run by a company called Campbell Ltd. To browse Academia.edu and the wider internet faster and more securely, please take a few seconds toupgrade your browser. Woolfson v Strathclyde Regional Council [1978] UKHL 5 is a UK company law case concerning piercing the corporate veil. 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. Adams and others v. Cape Industries Plc. 2, January 2017, Dundee Student Law Review Nbr. Woolfson v Strathclyde Regional Council[1978] UKHL 5is a UK company lawcase concerning piercing the corporate veil. 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. and the premises were its only asset. William Buick Wife, The Land Tribunal denied it on the basis that Campbell Ltd was the sole occupier. The issued share capital of Campbell was 1,000 shares, of which 999 were held by Woolfson and one by his wife. Any direct loss consequent on disturbance would fall upon Campbell, not Woolfson. 95 (Eng.) 59/61 St. George's Road were credited to Woolfson in Campbell's books. 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. portugal vs italy world cup qualifiers 2022. la liga 2012 13 standings. Lord Keith's judgment dealt with DHN as follows. Facts; Judgment; See also; Notes; References; External links; Facts. Their scientific name, Phascolarctos cinereus, is derived from several Greek words meaning pouch bear (phaskolos arktos) and having an ashen appearance (cinereus). Various financial arrangements were entered into between Woolfson and Campbell, but it is unnecessary to go into the details of these. 542. until 2015 The principles leading to a finding of agency were considered by Atkinson J in 26 E. g. Woolfson v. Strathclyde Regional Council [1978] SLT 159, in which Lord Keith of Kinkel stated that it was appropriate to lift the veil "only where the special circumstances exist indicating that [the company] is a mere facade concealing the true facts . [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. Food Distributors Ltd. v. Tower Hamlets London Borough Council[1976] 1 W.L.R. 2 Salomon v A Salomon and Co Ltd [1897] AC 22. This website uses cookies to improve your experience. 2427356 VAT 321572722, Registered address: 188 Fleet Street, London, EC4A 2AG. Yes! Woolfson v Strathclyde Regional Council [1978] UKHL 5 is a UK company law case concerning piercing the corporate veil. 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. Mr Woolfson had 999 shares in Campbell Ltd and his wife the other. Held: The House declined to allow the principal shareholder of a company to recover compensation for the . The case Salomon v Salomon & Co Ltd [ 2] (1897) is one of the cases that illustrated of the separate legal entity principle. In-text: (Adams and others v. Cape Industries Plc. 40 Nbr. Having examined the facts of the instant case, the Lord Justice-Clerk reached the conclusion that they did not substantiate but negatived the argument advanced in support of the unity proposition and that the decision in theD.H.N. Bambers Stores [1983] F.S.R. A suffered injuries through exposure to asbestos dust and wanted to sue. Except where otherwise indicated, Everything.Explained.Today is Copyright 2009-2022, A B Cryer, All Rights Reserved. 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. The business in the shop was run by a company called Campbell Ltd. [iv] Jones v. Lipman and Another (1962) 1 WLR 832 L. [v] D.H.N.food products Ltd. V. Tower Hamlets, LBC [1976] 1 WLR 852, [vi] Woolfson v Strathclyde Regional Council, [1978] SC (HL) 90, [vii] Adam v Cape Industries Plc, [1990] Ch 433, [viii] Woolfson v Strathclyde Regional Council, [1978] SC (HL) 90, [ix] Ord & Another v Belhaven Pubs Ltd, [1998] 2 BCLC 447, [x] Prest v Petrodel Resources Ltd and Others, [2013] UKSC 34, [xi]Gramophone and typewriter, Ltd v Stanley, [1908] 2 KB 89, Give it a try, you can unsubscribe anytime :), Get to know us better! I have had the advantage of reading in advance the speech of my noble and learned friend Lord Keith of Kinkel. For the reasons stated in it, I also would dismiss this appeal. 433, Yukong Line Ltd v Rendsburg Investments Corporation of Liberia [1998] 1 WLR 294, Ord v Belhaven Pubs Ltd [1998] BCC . Introduction Woolfson v Strathclyde Regional Council only where special circumstances exist indicating that it is a mere faade concealing the true facts." This line of argument was unsupported by authority and in my opinion it also lacks any foundation of principle. Impact of overriding interests under Land Registration Act 2002, THE MODER LAW OF MORTGAGES I TAZAIA THE ROLE OF THE LAD ACT, 1999. Prest v Petrodel Resources Ltd and Others, [2013] UKSC 34. But the shop itself, though all on one floor, was composed of different units of property. . It was held by the Court of Appeal (Lord Denning M.R., Goff and Shaw LL. 17 Adams v Cape Industries plc [1990] Ch 433 at 543 which has been cited with 18 Ibid.% atp. to compensation for disturbance. (156) Ibid 561. A bridal clothing shop at 53-61 St George's Road was compulsorily purchased by the Glasgow Corporation. Draft leases were at one time prepared, but they were never put into operation. At the same time, pursuing a group interest might assist in resolving the financial difficulties. 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. . In such a case, the Court may examine the character of persons in real control of the company, and declare the company to be an enemy company. 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. To view the purposes they believe they have legitimate interest for, or to object to this data processing use the vendor list link below. 159 HOUSE OF LORDS (Lord Wilberforce, Lord Fraser of Tullybelton, Lord Russell of Killowen and Lord Keith of Kinkel) 15 February 1978 29. 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. 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. 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. (H.L.) Localish Restaurant Locations, 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. It carried on no activities whatever. This argument was rejected by the court for the reasons given in the opinion of the Lord Justice-Clerk. 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