There are certain cases which involve attempts to use the corporate form to avoid existing legal obligations to which the defendants were subject. 40, which were founded on by Goff L.J. 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. Denning refers to the subsidiaries as . In Scotland, the principle was applied initially, in the case of Mackintosh v. Mackintosh, but it came to an end in RHM Bakeries v. Strathclyde Regional Council. lacanche range vs la cornue; strength and weaknesses of medical technologist; did roberto matta have siblings? Click here to start building your own bibliography. It uses material from the Wikipedia article "Woolfson v Strathclyde Regional Council". Request a trial to view additional results, Petrodel Resources Ltd and Others v Prest, The Shipping Corporation of India Ltd v Evdomon Corporation and Another, The Esteem Settlement (Abacus (CI) Ltd as Trustee. (157) Ibid 562. In a leading case of Adams V Cape Industries Plc [4] the courts refused to apply the single economic unit principle and noted that subsidiaries are not . 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. These cookies will be stored in your browser only with your consent. 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 . 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. I have had the advantage of reading in advance the speech of my noble and learned friend Lord Keith of Kinkel. The business in the shop was run by a company called Campbell Ltd. that the group was entitled to compensation for disturbance as owners of the business. WOOLFSON v. REGIONAL COUNCIL Compulsory purchase Compensation Compensation for disturbance "Occupier" of acquired premises Occupier a trading Woolfson v Strathclide UKHL 5 . 116. Woolfson holds two-thirds only of the shares in Solfred and Solfred has no interest in Campbell. Lord Keith observed that it is appropriate to pierce the corporate veil only where special circumstances exist indicating that it is a mere facade concealing the true facts. Where the evidence shows that a company has been used as a vehicle or device for receiving monies wrongly paid out of a claimant company in breach of a defendants duty to that company, the receipt by the third party vehicle will be treated as the receipt by the defendant. We do not provide advice. Adams v Cape Industries plc and Another (1991) A worked for a US subsidiary of CI, which marketed asbestos in the US. Therefore, English courts have shown a strong determination not to embark on any development of a group enterprise law. We and our partners use data for Personalised ads and content, ad and content measurement, audience insights and product development. Of Landmark or Leading Cases: Salomon's Challenge. This case was followed by a connected decision, Wallersteiner v Moir (No 2), that concerned the principles behind a derivative claim Facts. 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. This has proven to be a more successful line of argument in past case law. 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. 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. Prest v Petrodel Resources Ltd & ors [2013] WTLR 1249. 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. 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. Sorry, preview is currently unavailable. [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. The leading case is Cape Industries. VTB Capital plc v Nutritek International Corp [2013] UKSC 5. 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. Moreover, the House of Lords indicated that the decision in DHN Food Distributors was incorrect. swarb.co.uk is published by David Swarbrick of 10 Halifax Road, Brighouse, West Yorkshire, HD6 2AG. 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 Lords Wilberforce, Fraser and Russell and Dundy concurred. 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. [para. Woolfson v Strathclyde Regional Council [1978] UKHL 5 is a UK company law case concerning piercing the corporate veil. The activities of subsidiary companies are an integral part of the activities of the group of companies to which they belong. An injunction was granted both against him and the company to restrain them from carrying on the business. It was maintained before this House that the conclusion of the Lord Justice-Clerk was erroneous. 57 and 59/61 St Georges Road were owned by the first-named appellant Solomon Woolfson (Woolfson) and Nos. Xbox One Audio Settings Headset Chat Mixer, 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. 4 [2011] EWHC 333 (Comm). Court case. 95 (Eng.) Woolfson holds two-thirds only of the shares in Solfred and Solfred has no interest in Campbell. Food Distributors case (supra) is, on a proper analysis, of assistance to the appellants' argument. Lists of cited by and citing cases may be incomplete. Woolfson v. Strathclyde Regional Council 1978 S.L.T. The case was heavily doubted by the Court of Appeal in Ord v Belhaven Pubs Ltd. . 53-61 St George's Road Glasgow Corporation . 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. 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. 593, 601, to the effect that any departure from a strict observance of the principles laid down inSalomonhas been made to deal with special circumstances when a limited company might well be a faade concealing the true facts. 57 and 59/61 St. George's Road were owned by the first-named appellant Solomon Woolfson ("Woolfson") and Nos. 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. In. reasons for lifting the veil of incorporation circumstances when the veil is lifted are haphazard and difficult to categorize. the separate personality of a company is a real thing. 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. 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. Cookie policy. It is unnecessary for me to rehearse them in detail, and it will suffice to mention those that are particularly material. The House considered the compensation payable on the compulsory purchase of land occupied by the appellant, but held under a company name. 1 reference. 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. References For the reasons stated in it, I also would dismiss this appeal. 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. A bridal clothing shop at 53-61 St George's Road was compulsorily purchased by the Glasgow Corporation. 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. (160), 20Adam (n.18) [536] and [542]. Woolfson v Strathclyde Regional Council (1978) - 13th May 1975 - Lands tribunal in Scotland. 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. What approach did the Court of Appeal take in Adams v Cape Industries plc [1990] Ch 433? I agree with it, and for the reasons he gives would dismiss the appeal. 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. 0 references. 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 business in the shop was run by a company called Campbell Ltd. 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