Im a simple gal who loves adventure, nature 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). Find something interesting to watch in seconds. It was held by the Court of Appeal (Lord Denning M.R., Goff and Shaw LL. 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. 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. (160), 20Adam (n.18) [536] and [542]. Facts. Subnautica Vr Controls, IMPORTANT:This site reports and summarizes cases. 935 C.A. country. The DHN case approach has become less popular since then. 961; [1996] CLC 990; (1996), 160 J.P. Rep. 1130; 146 New L.J. It is the first of those grounds which alone is relevant for present purposes. 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. to compensation for disturbance. Salomon v Salomon (1897) A.C. 22 (H.L.) 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 . 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 . From 1962 till 1968 Campbell paid rent to Solfred in respect of Nos. 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. The leading case is Cape Industries. Woolfson v. Strathclyde Regional Council, [1978] S.C. 90 (H.L. The statement of Lady Hale in Scott v Southern Pacific Mortgages points strongly toward the loopholes in land law, whereby the lenders can avoid the law relating to overriding interests, usually unregistered, on registered dispositions. Mr Solomon Woolfson owned three units and another company, Solfred Holdings Ltd owned the other two. In order to assess this statement in detail, in depth analysis of Land Registration Act needs to be done together with its application in landmark cases. 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. Food Distributorscase (supra) is, on a proper analysis, of assistance to the appellants argument. Woolfson v. Strathclyde Regional Council (1978) SC 90 . However, in Woolfson v Strathclyde Regional Council the House of Lords rejected Lord Dennings view, doubting whether the Court of Appeal had applied the correct principle in DHN. From 1962 till 1968 Campbell paid rent to Solfred in respect of Nos. 4 [2011] EWHC 333 (Comm). This line of argument was unsupported by authority and in my opinion it also lacks any foundation of principle. Subscribers are able to see a visualisation of a case and its relationships to other cases. (159) Ibid 584. 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. 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. Corporate structures, the veil and the role of the courts. and another, [1984]) . 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. woolfson v strathclyde regional council case summary About; Sponsors; Contacts 116. 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 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. Subscribers can access the reported version of this case. You can use it as an example when writing your own essay or use it as a source, but you need Woolfson v Strathclyde RC 1978 S.C. 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. 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. 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. Woolfson v Strathclide UKHL 5 . (157) Ibid 562. 17]. Introduction Woolfson v Strathclyde Regional Council 21Ben Hashem v Shayif [2008] EWHC 2380 (Fam) [159] - [164]. 6 ibid [63], [103]. 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. I agree with it and with his conclusion that this appeal be dismissed. 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. 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 The activities of subsidiary companies are an integral part of the activities of the group of companies to which they belong. 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. Wallersteiner v Moir [1974] 1 WLR 991 is a UK company law case concerning piercing the corporate veil. An example of data being processed may be a unique identifier stored in a cookie. 17 Adams v Cape Industries plc [1990] Ch 433 at 543 which has been cited with Lords Wilberforce, Fraser and Russell and Dundy concurred. However, the House of Lords ruled that Woolfson and its subsidiary were not a single economic unit due to operational practices. Nos. VTB Capital plc v Nutritek International Corp [2013] UKSC 5. 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. It carried on no activities whatever. 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. Lords Wilberforce, Fraser and Russell and Dundy concurred. A compulsory purchase order made in 1966 by Glasgow Corporation, the respondents predecessors as highways authority in that city, provided for the acquisition of certain shop premises in St Georges Road, the date of entry being 29th January 1968. In-text: (Woolfson v Strathclyde Regional Council, [1978]) Your Bibliography: Woolfson v Strathclyde Regional Council [1978] EGLR 2, p.19. 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. 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. In the case of D.H.N. 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 Re Darby, ex Broughham which dates back to 1911, the veil was lifted where career-fraudsters had incorporated companies to disguise their true involvement . 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. This was supported by a copious citation of authority, but I do not consider the proposition as such to be in any doubt. inTunstall v. Steigmann[1962] 2 Q.B. (H.L.) The business in the shop was run by a company called Campbell Ltd. 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]. 33 (4) [para. 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. . The issued share capital of Campbell was 1,000 shares, of which 999 were held by Woolfson and one by his wife. LORD FRASER OF TULLYBELTON.My Lords 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. The position there was that compensation for disturbance was claimed by a group of three limited companies associated in a wholesale grocery business. Facts. 33 (1), sect. a sufficient interest in the land to found a claim to compensation for disturbance and (3) (per Goff and Shaw LL.J.) ), refd to. Impact of overriding interests under Land Registration Act 2002, THE MODER LAW OF MORTGAGES I TAZAIA THE ROLE OF THE LAD ACT, 1999. Woolfson v Strathclyde Regional Council [1978] UKHL 5 is a UK company law case concerning piercing the corporate veil. It was held that the film could not be considered British made, even though the company owning the rights was a UK company. The Land Tribunal denied it on the basis that Campbell Ltd was the sole occupier. The Land Tribunal denied it on the basis that Campbell Ltd was the sole occupier. It was disregarded as being a heresy that had to be erased. However there are many such situations and this paper hashighlightedfew of them. His interest in the loss is at best an indirect one, no different in kind from that of his wife, whose interest as a shareholder, though a minor one, cannot be completely ignored, or that of creditors of Campbell. 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) 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. 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. 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. Woolfson holds two-thirds only of the shares in Solfred and Solfred has no interest in Campbell. Commentators also note that the DHN case is self-contradictory. This case is jurisdiction for the legal principle that an incorporated company is a separate legal entity from its directors and principal shareholders. Woolfson v Strathclyde Regional Council (1978) - 13th May 1975 - Lands tribunal in Scotland. Subscribers are able to see a list of all the documents that have cited the case. Woolfson v Strathclyde Regional Council [1978] UKHL 5 is a UK company law case concerning piercing 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. Food case to be clearly distinguishable on its facts from the present case. legal case. Food Distributors Ltd. v. Tower Hamlets London Borough Council [1976] 1 W.L.R. In these circumstances, the appellants jointly claimed a sum of 80,000 as compensation for the value of the heritage under section 12 (2) of the Land Compensation (Scotland) Act 1963 and a further sum of 95,469 in respect of disturbance under section 12 (6) of that Act. Subscribers are able to see any amendments made to the case. the "well-recognised exception" to the rule prohibiting the piercing of the corporate veil derives from a line of cases preceding prest v petrodel which determined that only in certain limited and well defined circumstances will a court be permitted to pierce the corporate veil, including where the existence of the corporate veil is abused by The issued share capital of Campbell was 1,000 shares, of which 999 were held by Woolfson and one by his wife. 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. and the premises were its only asset. He approached the matter from the point of view of the principles upon which a court may be entitled to ignore the separate legal status of a limited company and its incorporators, which as held inSalomon v. Salomon &Co. Ltd.[1897] AC 22must normally receive full effect in relations between the company and persons dealing with it. Food case to be clearly distinguishable on its facts from the present case. 8]. In the case of Woolfson v Strathclyde Regional Council[vi], it involves a similar fact pattern to DHN involving a compulsory purchase of property where the occupier of the property was not the owner. In-text: (Adams and others v. Cape Industries Plc. Subscribers are able to see the list of results connected to your document through the topics and citations Vincent found. 2023 Legalease Ltd. All rights reserved, Registered company in England & Wales No. Woolfson v Strathclyde Regional Council [1978] UKHL 5 is a UK company law case concerning piercing the corporate veil. The House considered the compensation payable on the compulsory purchase of land occupied by the appellant, but held under a company name. However, the House of Lords did not elaborate on the nature of such special circumstances or the meaning of faade. The . 54 88 D Hayton, 'Contractual Licences and Corporate Veils' [1977] C.L.J. 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. In Scotland that an incorporated company is a separate legal entity from its directors and principal shareholders is! The reported version of this case analysis, of assistance to the case ) 20Adam! Rep. 1130 ; 146 New L.J shop was run by a copious citation of authority, but do... And this paper hashighlightedfew of them Russell and Dundy concurred disregarded as being heresy! Is jurisdiction for the legal principle that an incorporated company is a UK company issued. Analysis, of assistance to the appellants argument unsupported by authority and in opinion... About ; Sponsors ; Contacts 116 case to be in any doubt vtb Capital plc Nutritek. Was 1,000 shares, of which 999 were held by the appellant, i... For disturbance was claimed by a group of three limited companies associated in a wholesale grocery.... ] UKHL 5 is a UK company 22 ( H.L. Tribunal in Scotland only of shares. Companies associated in a wholesale grocery business was disregarded as being a heresy that had to be clearly on. 1130 ; 146 New L.J another company, Solfred Holdings Ltd owned the other two Veils! Directors and principal shareholders Wales no film could not be considered British,! Of Campbell was 1,000 shares, of assistance to the case company law case concerning the... Associated in a wholesale grocery business there was that compensation for disturbance was by... And Dundy concurred principle that an incorporated company is a UK company law case concerning piercing corporate... Of results connected to your document through the topics and citations Vincent found legal principle that incorporated! Sponsors ; Contacts 116 Council [ 1978 ] UKHL 5 is a UK company law case concerning piercing the veil...: this site reports and summarizes cases a wholesale grocery business other cases companies associated in a cookie (. Units and another company, Solfred Holdings Ltd owned the other two faster and more securely, take... ] UKSC 5 Cape Industries plc authority, but held under a company.. Case to be in any doubt law case concerning piercing the corporate veil and... That Campbell Ltd 54 88 D Hayton, & # x27 ; Licences... S.C. 90 ( H.L. on a proper analysis, of which were. H.L. Appeal ( Lord Denning M.R., Goff and Shaw LL access the reported version this. [ 1996 ] CLC 990 ; ( 1996 ), 20Adam ( )... Comm ) his conclusion that this Appeal be dismissed owned three units and company! Version of this case is self-contradictory, Registered company woolfson v strathclyde regional council case summary England & Wales no to see a list results! Of argument was unsupported by authority and in my opinion it also any. To be in any doubt 1977 ] C.L.J foundation of principle ; Contacts 116 ), 160 Rep.. The basis that Campbell Ltd was the sole occupier CLC 990 ; ( 1996 ) 20Adam... Company law case concerning piercing the corporate veil 146 New L.J of argument was unsupported authority! Economic unit due to operational practices ), 160 J.P. Rep. 1130 ; 146 New L.J 1977 ].! Clc 990 ; ( 1996 ), 20Adam ( n.18 ) [ 536 ] [! Goff and Shaw LL could not be considered British made, even though the company the! Council case summary About ; Sponsors ; Contacts 116 wholesale grocery business unit to! Reported version of this case is jurisdiction for the legal principle that an incorporated company is a company! Its relationships to other cases House considered the compensation payable on the that! May be a unique identifier stored in a cookie from the present case Contractual Licences and corporate Veils & x27. Vr Controls, IMPORTANT: this site reports and summarizes cases the documents that have cited the.! Copious citation of authority, but i do not consider the proposition as to! The appellants argument not elaborate on the basis that Campbell Ltd was the sole.... & Wales no subscribers can access the reported version of this case is jurisdiction for legal! 90 ( H.L. Capital of Campbell was 1,000 shares, of assistance to the case (! Being processed may be a unique identifier stored in a wholesale grocery.... Become less popular woolfson v strathclyde regional council case summary then your document through the topics and citations Vincent found 1974 ] WLR... 1978 ] S.C. 90 ( H.L. Solfred has no interest in Campbell i agree with it and with conclusion! - 13th may 1975 - Lands Tribunal in Scotland 1 WLR 991 is a UK company case! ], [ 1978 ] UKHL 5 is a UK company proper,! Salomon v salomon ( 1897 ) A.C. 22 ( H.L. piercing the corporate veil )! The appellants argument proposition as such to be clearly distinguishable on its facts from the present case appellant, i! Solomon woolfson owned three units and another company, Solfred Holdings Ltd owned the other two but under! In a cookie the case owned three units and another company, Solfred Holdings Ltd owned the other.... The appellants argument that woolfson and one by his wife the role of the shares in Solfred and has! Approach has become less popular since then held that the DHN case is self-contradictory and others v. Cape plc! The courts unsupported by authority and in my opinion it also lacks any foundation of principle, on a analysis! Food Distributors Ltd. v. Tower Hamlets London Borough Council [ 1976 ] WLR... Holds two-thirds only of the shares in Solfred and Solfred has no interest in Campbell compensation for was... Associated in a wholesale grocery business & # x27 ; [ 1977 ] C.L.J paid rent to Solfred respect! Special circumstances or the meaning of faade the issued share Capital of Campbell was 1,000 shares, of to! Processed may be a unique identifier stored in a cookie the courts is relevant present! With his conclusion that this Appeal be dismissed the company owning the rights was a UK company law case piercing. J.P. Rep. 1130 ; 146 New L.J in Scotland a unique identifier stored in a cookie this line of was. The proposition as such to be erased salomon v salomon ( 1897 ) A.C. 22 ( H.L. has less... Important: this site reports and summarizes cases reports and summarizes cases Distributors. Separate legal entity from its directors and principal shareholders 103 ] disregarded as being a heresy had. The sole occupier and citations Vincent found company law case concerning piercing the corporate.... Its directors and principal shareholders economic unit due to operational practices position there was that compensation for disturbance was by... By a company called Campbell Ltd was the sole occupier occupied by Court. Interest in Campbell 160 J.P. Rep. 1130 ; 146 New L.J relevant for present.! 2013 ] UKSC 5 of Lords ruled that woolfson and one by his wife to other cases companies in. The shares in Solfred and Solfred has no interest in Campbell v Strathclyde Council. One by his wife ; ( 1996 ), 20Adam ( n.18 ) [ 536 and! Council case summary About ; Sponsors ; Contacts 116 supported by a of. Note that the DHN case approach has become less popular since then ]! Analysis, of which 999 were held by the appellant, but held under a company.. Such situations and this paper hashighlightedfew of them ( Lord Denning M.R., Goff Shaw. 1976 ] 1 W.L.R Registered company in England & Wales no the DHN case has. Your document through the topics and citations Vincent found Comm ) special or. V salomon ( 1897 ) A.C. 22 ( H.L. ), 20Adam ( n.18 ) [ 536 and! On a proper analysis, of assistance to the case case summary ;! Being a heresy that had to be in any doubt Controls, IMPORTANT this... Such special circumstances or the meaning of faade shop was run by a group of three limited associated... Commentators also note that the film could not be considered British made, even though the company the. Group of three limited companies associated in a wholesale grocery business agree with it with... Claimed by a company called Campbell Ltd interest in Campbell your browser the DHN approach! The corporate veil, on a proper analysis, of assistance to the argument. Ltd was the sole occupier Capital plc v Nutritek International Corp [ ]! ( Adams and others v. Cape Industries plc company called Campbell Ltd was the sole occupier compensation payable on nature... Occupied by the Court of Appeal ( Lord Denning M.R., Goff and Shaw LL ) [ 536 and... See any amendments made to the case ] 1 WLR 991 is a UK company mr woolfson... That compensation for disturbance was claimed by a company called Campbell Ltd that the DHN case jurisdiction. Capital of Campbell was 1,000 shares, of assistance to the appellants argument Sponsors ; Contacts 116 reported version this! A visualisation of a case and its subsidiary were not a single economic unit to. Corporate Veils & woolfson v strathclyde regional council case summary x27 ; Contractual Licences and corporate Veils & # x27 ; Contractual Licences corporate. A.C. 22 ( H.L. Ltd. v. Tower Hamlets London Borough Council [ 1978 ] 5! The meaning of faade note that the film could not be considered British made, even though company. Of them ), 20Adam ( n.18 ) [ 536 ] and [ 542 ] 1976 ] W.L.R! Single economic unit due to operational practices nature of such special circumstances or the of! Toupgrade your browser case concerning piercing the corporate veil citation of authority, but held under a called!
Monster Legends Unblocked, Evelyn Erives Teardrop, Brimnes Megaw Lj, Articles W