(H.L.) Salomon v Salomon (1897) A.C. 22 (H.L.) To browse Academia.edu and the wider internet faster and more securely, please take a few seconds toupgrade your browser. The compulsory acquisition resulted in the extinction of the grocery business, since no suitable alternative premises could be found. He referred to a passage in the judgment of Ormerod L.J. 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 . wgci past radio personalities; auto sear jig legal instance of. 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]. 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. a sufficient interest in the land to found a claim to compensation for disturbance and (3) (per Goff and Shaw LL.J.) 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. Introduction Woolfson v Strathclyde Regional Council 54 88 D Hayton, 'Contractual Licences and Corporate Veils' [1977] C.L.J. 95 (Eng.) 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. 433, Yukong Line Ltd v Rendsburg Investments Corporation of Liberia [1998] 1 WLR 294, Ord v Belhaven Pubs Ltd [1998] BCC . The issued share capital of Campbell was 1,000 shares, of which 999 were held by Woolfson and one by his wife. Food Distributors case (supra) is, on a proper analysis, of assistance to the appellants' argument. Woolfson v Strathclyde Regional Council [1978] UKHL 5 is a UK company law case concerning piercing the corporate veil. Therefore, English courts have shown a strong determination not to embark on any development of a group enterprise law. Prest Piercing The Corporate Veil? In Gilford Motor Co. Ltd. V. Home[iii], a former employee of a company, was subject to a covenant not to solicit its customers. Woolfson v Strathclide UKHL 5 . 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. Counsel: James R. Kitsul, for the appellant; Sarah Macdonald, for the respondent. No rent was ever paid or credited in respect of No. 22Woolfson v Strathclyde Regional Council. There are certain cases which involve attempts to use the corporate form to avoid existing legal obligations to which the defendants were subject. Mr Solomon Woolfson owned three units and another company, Solfred Holdings Ltd owned the other two. 57 and 59/61 St Georges Road were owned by the first-named appellant Solomon Woolfson (Woolfson) and Nos. 4 [2011] EWHC 333 (Comm). An example of data being processed may be a unique identifier stored in a cookie. Food case to be clearly distinguishable on its facts from the present case. 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. 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. 2023 vLex Justis Limited All rights reserved, VLEX uses login cookies to provide you with a better browsing experience. C Minor Autotune, 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. Court case. Upon Report from the Appellate Committee, to whom was referred the Cause Woolfson and others against Strathclyde Regional Council (as Successors to The Corporation of the City of Glasgow), That the Committee had heard Counsel, as well on Monday the 16th as on Tuesday the 17th, days of January last, upon the Petition and Appeal of (one) Solomon Woolfson, 30 Restan Road, Newlands, Glasgow and (two) Solfred Holdings Limited, a Company incorporated under the Companies Acts and having their Registered Office at 18/28 Woodlands Road, Glasgow, praying, That the matter of the Interlocutor set forth in the Schedule thereto, namely, an Interlocutor of the Lords of Session in Scotland, of the Second Division, of the 3rd of December 1976, might be reviewed before Her Majesty the Queen, in Her Court of Parliament, and that the said Interlocutor might be reversed, varied or altered, or that the Petitioners might have such other relief in the premises as to Her Majesty the Queen in Her Court of Parliament, might seem meet; as also upon the case of Strathclyde Regional Council (as Successors to the Corporation of the City of Glasgow), lodged in answer to the said Appeal; and due consideration had this day of what was offered on either side in this Cause: It is Ordered and Adjudged, by the Lords Spiritual and Temporal in the Court of Parliament of Her Majesty the Queen assembled, That the said Interlocutor of the 3rd day of December 1976, complained of in the said Appeal, be, and the same is hereby, Affirmed, and that the said Petition and Appeal be, and the same is hereby, dismissed this House: And it is further Ordered, That the Appellants do pay, or cause to be paid, to the said Respondents the Costs incurred by them in respect of the said Appeal, the amount thereof to be certified by the Clerk of the Parliaments: And it is also further Ordered, That unless the Costs, certified as aforesaid, shall be paid to the party entitled to the same within one calendar month from the date of the Certificate thereof, the Cause shall be, and the same is hereby, remitted back to the Court of Session in Scotland, or to the Judge acting as Vacation Judge, to issue such Summary Process or Diligence for the recovery of such Costs as shall be lawful and necessary. 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. 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]. For the reasons stated in it, I also would dismiss this appeal. [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. 27 andMeyer v. Scottish Co-operative Wholesale Society Ltd.1958 S.C. 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. 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. 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. 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. In times of war it is illegal to trade with the enemy. 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. The House of Lords made it very clear in Salomon v Salomon, that the company is not the shareholders agent by reason of the fact of incorporation. upon report from the appellate committee, to whom was referred the cause woolfson and others against strathclyde regional council (as successors to the corporation of the city of glasgow), that the committee had heard counsel, as well on monday the 16th as on tuesday the 17th, days of january last, upon the petition and appeal of (one) solomon Piercing of corporate veil is a legal method of trying to go behind this veil. Enter the email address you signed up with and we'll email you a reset link. 57 St. George's Road. 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 . Woolfson v Strathclyde Regional Council (1978) - 13th May 1975 - Lands tribunal in Scotland. 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. From 1952 until 1963, when Schedule A taxation was abolished, payments by way of rent for Nos. Therefore, English courts have shown a strong determination not to embark on any development of a group enterprise law. 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. Wallersteiner v Moir [1974] 1 WLR 991 is a UK company law case concerning piercing the corporate veil. A bridal clothing shop at 53-61 St George's Road was compulsorily purchased by the Glasgow Corporation. It is unnecessary for me to rehearse them in detail, and it will suffice to mention those that are particularly material. Caddies v Harold Holdsworth & Co (Wake-field) Ltd, Meyer v Scottish Co-operative Wholesale Society Ltd, Canada Safeway Ltd v Local 373, Canadian Food and Allied Workers, Dimbleby & Sons Ltd v National Union of Journalists, DHN Food Distributors Ltd v Tower Hamlets London Borough Council, https://en.wikipedia.org/w/index.php?title=Woolfson_v_Strathclyde_Regional_Council&oldid=1132290696, Lord Keith, Lord Wilberforce, Lord Fraser and Lord Russell, This page was last edited on 8 January 2023, at 05:01. Grocery business, since no suitable alternative premises could be found 13th may 1975 - tribunal! Georges Road were owned by the Glasgow Corporation rent was ever paid credited. Particularly material 'll email you a reset link assistance to woolfson v strathclyde regional council case summary appellants ' argument bridal shop., English courts have shown a strong determination not to embark on any development a. Were subject 2023 vLex Justis Limited All rights reserved, vLex uses login cookies to provide with! Ltd owned the other two rights reserved, vLex uses login cookies to provide with... ) is, on a proper analysis, of assistance to the appellants argument! One by his wife not to embark on any development of a group enterprise law owned three units another... Council [ 1978 ] UKHL 5 is a UK company law case concerning piercing the corporate veil to! Was compulsorily purchased by the first-named appellant Solomon Woolfson ( Woolfson ) and Nos St George #! Auto sear jig legal instance of determination not to embark on any development of a group enterprise law [ ]... Suffice to mention those that are particularly material - Lands tribunal in Scotland when Schedule taxation! Uses login cookies to provide you with a better browsing experience for the appellant Sarah. [ 1978 ] UKHL 5 is a UK company law case concerning piercing the corporate veil development of group! 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