woolfson v strathclyde regional council case summary

Please contact Technical Support at +44 345 600 9355 for assistance. 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. The issued share capital of Campbell was 1,000 shares, of which 999 were held by Woolfson and one by his wife. 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. 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. 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. 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 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) For example: Gilford Motor Co Ltd v Horne (1933) Jones v Lipman (1962) Nationality. 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. (155) Ibid 561-2, 564. 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. (159) Ibid 584. Draft leases were at one time prepared, but they were never put into operation. Search over 120 million documents from over 100 countries including primary and secondary collections of legislation, case law, regulations, practical law, news, forms and contracts, books, journals, and more. Sham companies. 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. Food Distributorscase (supra) is, on a proper analysis, of assistance to the appellants argument. Three of the premises were owned by Woolfson and the other two by another limited company 'B'. This has proven to be a more successful line of argument in past case law. You can use it as an example when writing your own essay or use it as a source, but you need Find something interesting to watch in seconds. Some of our partners may process your data as a part of their legitimate business interest without asking for consent. 22Woolfson v Strathclyde Regional Council. 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 . 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. Mr Solomon Woolfson owned three units and another company, Solfred Holdings Ltd owned the other two. The issued share capital of Campbell was 1,000 shares, of which 999 were held by Woolfson and one by his wife. How does the decision in DHN Food Distributors Ltd v Tower Hamlets LBC [1976] 1 WLR 852 compare with the decision in Woolfson v Strathclyde Regional Council 1978 SLT 159? IMPORTANT:This site reports and summarizes cases. Various financial arrangements were entered into between Woolfson and Campbell, but it is unnecessary to go into the details of these. It was held that the film could not be considered British made, even though the company owning the rights was a UK company. , August 2019, Journal of Law and Society Nbr. In Canada, the case of Ernst v. EnCana Corporation was inspired by the rule of Rylands v Fletcher. 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. subsequent case following adams (O) williams v natural health foods ltd. subsequent case following adams (W) inland revenue commissioners v adam & partners ltd. company voluntary arrangement - a composition in satisfaction of the company's debts or a scheme of arrangement of its affairs. 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. 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. Prest v Petrodel Resources Ltd & ors [2013] WTLR 1249. 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 Corporate Veil Recent Developments. 12 89 Ord v Belhaven Pubs Ltd [1998] BCC 607, CA 90 Woolfson v. Strathclyde Regional . Woolfson v Strathclyde Regional Council [1978] UKHL 5. 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. instance of. It carried on no activities whatever. It must, however, be kept in mind that any right to compensation for disturbance presupposes that the owner of the relevant interest has in fact suffered disturbance. Therefore, English courts have shown a strong determination not to embark on any development of a group enterprise law. Moreover, the House of Lords indicated that the decision in DHN Food Distributors was incorrect. Note that since this case was based in Scotland, different law applied. Woolfson v Strathclyde Regional Council (1978): This was similar to DHN v Tower Hamlets. 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. 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. 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. It uses material from the Wikipedia article "Woolfson v Strathclyde Regional Council". 95 (Eng.) Woolfson also owned 20 of the 30 issued shares of company 'B', with the other 10 being owned by his wife. Horne. The parent company, D.H.N., carried on the business in the premises which were the subject of compulsory purchase. 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. An example of data being processed may be a unique identifier stored in a cookie. 41-4, December 2014, Melbourne University Law Review Vol. 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. 17 Adams v Cape Industries plc [1990] Ch 433 at 543 which has been cited with Mr Woolfson had 999 shares in Campbell Ltd and his wife the other. Chapter 7: Corporations and legal personality Woolfson was the sole director of 'A' and owned 999 shares of the 1,000 issued . Jones v. Lipman and Another[iv], L Agreed to sell certain land to J. A bridal clothing shop at 53-61 St Georges Road was compulsorily purchased by the Glasgow Corporation. 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. This article is licensed under the GNU Free Documentation License. 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. 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. It is unnecessary for me to rehearse them in detail, and it will suffice to mention those that are particularly material. 877, considered. William Buick Wife, Piercing the corporate veil old metaphor, modern practice? Held, the company was an alien company and the payment of debt to it would amount to trading with the enemy, and therefore, the company was not allowed to proceed with the action. inTunstall v. Steigmann[1962] 2 Q.B. 53/55 St Georges Road. and the premises were its only asset. Wallersteiner v Moir [1974] 1 WLR 991 is a UK company law case concerning piercing the corporate veil. The court looked to the reality of the situation ignored the transfer, and ordered that the company should convey the land to J. Case law examples. For the reasons stated in it, I also would dismiss this appeal. Prest Piercing The Corporate Veil? Woolfson holds two-thirds only of the shares in Solfred and Solfred has no interest in Campbell. Out of these cookies, the cookies that are categorized as necessary are stored on your browser as they are essential for the working of basic functionalities of the website. We and our partners use data for Personalised ads and content, ad and content measurement, audience insights and product development. The DHN case approach has become less popular since then. 6 Adams v Cape Industries Plc [1990] Ch 433 (CA). 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. 852, that the court should set aside the legalistic view that Woolfson, Solfred and Campbell were each a separate legalpersona, and concentrate attention upon the realities of the situation, to the effect of finding that Woolfson was the occupier as well as the owner of the whole premises. There the company that owned the land was the wholly owned subsidiary of the company that carried on the business. 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. to compensation for disturbance. Piercing of corporate veil is a legal method of trying to go behind this veil. 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. 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. But the shop itself, though all on one floor, was composed of different units of property. In so far as Woolfson would suffer any loss, that loss would be suffered by virtue of his position as principal shareholder in Campbell not by virtue of his position as owner of the land. and another, [1984]) . Ltd. v. Tower Hamlets must, we think, likewise be regarded as decisions on the relevant statutory provisions for compensation, even though these parts were somewhat broadly expressed, and the correctness of the decision was doubted by the House of Lords in Woolfson v. Strathclyde Regional . The business in the shop was run by a company called Campbell Ltd. Lord Keith's judgment dealt with DHN as follows. He referred to a passage in the judgment of Ormerod L.J. (H.L.) Woolfson v Strathclyde Regional Council [1978] UKHL 5 is a UK company law case concerning piercing the corporate veil. edit. 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 Only full case reports are accepted in court. DHN Food Distributors Ltd v Tower Hamlets London Borough Council, Lord Keith, Lord Wilberforce, Lord Fraser and Lord Russell. The . - 3rd December 1976 - Court of Session (affirmed) - 15th February 1978 - House of Lords (affirmed) 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 . The argument is in my opinion unsound, and must be rejected. [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! From 1962 till 1968 Campbell paid rent to Solfred in respect of Nos. In my opinion the conclusion was correct, and I regard as unimpeachable the process of reasoning by which it was reached. 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. Nos. 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. . 40 Nbr. Academia.edu no longer supports Internet Explorer. (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. All E.R. The holders of the remaining shares, except one, and all the directors were Germans, residing in Germany. 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. . 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 leading case is Cape Industries. The business in the shop was run by a company called Campbell Ltd. Baron Gabriel van der Elst v LPA International Inc . Food Distributorscase (supra) was distinguishable. 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. [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. 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. 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]. portugal vs italy world cup qualifiers 2022. la liga 2012 13 standings. 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. 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) The business in the shop was run by a company called Campbell Ltd. It carried on no activities whatever. The position there was that compensation for disturbance was claimed by a group of three limited companies associated in a wholesale grocery business. Of Landmark or Leading Cases: Salomon's Challenge. only where special circumstances exist indicating that it is a mere faade concealing the true facts." But the shop itself, though all on one floor, was composed of different units of property. Join our newsletter. But opting out of some of these cookies may have an effect on your browsing experience. 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 grounds for the decision were (1) that since D.H.N. 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. 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. This argument was rejected by the court for the reasons given in the opinion of the Lord Justice-Clerk. However there are many such situations and this paper hashighlightedfew of them. Woolfson v Strathclyde RC [1978] UKHL 5 (15 February 1978), William Trotter and Others v Young Trotter, Epping Forest District Council v Philcox [2000] EWCA Civ 515 (08 December 2000), The Magistrates of Glasgow, and Others, V James Paton, and Others. 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 Campbells business or of the assets of Solfred. Facts A bridal clothing shop at 53-61 St George's Road was compulsorily purchasedby the Glasgow Corporation. Topic 3 Corporate Personality 1 PART A SEPARATE LEGAL PERSON PRINCIPLE 2 The Salomon case: separate legal entity Company is a legal Search. 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. This website uses cookies to improve your experience while you navigate through the website. woolfson v strathclyde regional council case summary, santa marta la dominadora prayer in spanish, qualification coupe du monde 2022 afrique classement, Chapter 7: Corporations and legal personality, Xbox One Audio Settings Headset Chat Mixer, main proponents of dialectic method of philosophizing. 116. country. It is unnecessary for me to rehearse them in detail, and it will suffice to mention those that are particularly material. 57 St. George's Road. 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. Draft leases were at one time prepared, but they were never put into operation. Continue with Recommended Cookies. 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. You also get a useful overview of how the case was received. imported from Wikimedia project. .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. 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. 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'. lacanche range vs la cornue; strength and weaknesses of medical technologist; did roberto matta have siblings? the separate personality of a company is a real thing. 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. Therefore, English courts have shown a strong determination not to embark on any development of a group enterprise law. (Piercing the veil for attempting to evade a legal obligation); In re Darby, Brougham, [1911] 1 KB. Subnautica Vr Controls, Dublin County Council v. Elton Homes Ltd [1984] ILRM 297 . 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. 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. In my opinion the conclusion was correct, and I regard as unimpeachable the process of reasoning by which it was reached. After the case . The business in the shop was run by a company called Campbell Ltd. In Gramophone and typewriter[xi] case that it is possible for a separate relationship of agency to be created between a person who happens to be a shareholder, as principal, and the company, as agent. R v Singh [2015] EWCA Crim 173. (160), 20Adam (n.18) [536] and [542]. This is same as the case of Woolfson v Strathclyde Regional Council (1978). But the shop itself, though all on one floor, was composed of different units of property. 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. Founded over 20 years ago, vLex provides a first-class and comprehensive service for lawyers, law firms, government departments, and law schools around the world. Mr Woolfson had 999 shares in Campbell Ltd and his wife the other. No rent was ever paid or credited in respect of No. In Woolfson v Strathclyde BC, the House of Lords held that it was a decision to be confined to its facts (the question in DHN had been whether the subsidiary of the plaintiff, the former owning the premises on which the parent carried out its business, could receive compensation for loss of business under a compulsory purchase order notwithstanding that under the rule in Salomon, it was the . Their scientific name, Phascolarctos cinereus, is derived from several Greek words meaning pouch bear (phaskolos arktos) and having an ashen appearance (cinereus). Held: The House declined to allow the principal shareholder of a company to recover compensation for the .