woolfson v strathclyde regional council case summary

No. 12 89 Ord v Belhaven Pubs Ltd [1998] BCC 607, CA 90 Woolfson v. Strathclyde Regional . We and our partners use cookies to Store and/or access information on a device. Lord Keith's judgment dealt with DHN as follows. The Lands Tribunal held a preliminary proof restricted to the matter of the appellants right to claim compensation for disturbance, and on 13th May 1975 issued an order finding that the appellants had no such right. 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. Woolfson v Strathclyde Regional Council (1979) 38 P & CR 521 Wrexham Maelor Borough Council v MacDougall [1993] 2 EGLR 23 Wrotham Park Settled Estates v Hertsmere Borough Council [1993] 2 EGLR 15 Page No(s) 106, 205 69, 172 195, 201 44 116, 208 42 83 115 55 119 50 114 214 126 20 81, 209 21, 68, 73, 75, 82, 84, 97, 185, 187, 201, 212 66 163 8 . 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. 90 (15 February 1978) Links to this case Content referring to this case We are experiencing technical difficulties. The case Salomon v Salomon & Co Ltd [ 2] (1897) is one of the cases that illustrated of the separate legal entity principle. 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. Facts. Woolfson v Strathclyde Regional Council [1978] UKHL 5 is a UK company law case concerning piercing the corporate veil. Counsel: James R. Kitsul, for the appellant; Sarah Macdonald, for the respondent. You can use it as an example when writing your own essay or use it as a source, but you need 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 . The issued share capital of Campbell was 1,000 shares, of which 999 were held by Woolfson and one by his wife. Sorry, preview is currently unavailable. IMPORTANT:This site reports and summarizes cases. A bridal clothing shop at 53-61 St George's Road was compulsorily purchased by the Glasgow Corporation. The business in the shop was run by a company called Campbell Ltd. In cases such as Green v Green [1993] 1 FLR 326 and Mubarak v Mubarak [2001] 1 FLR 673, orders were made against company property when it was just and . A bridal clothing shop at 53-61 St George's Road was compulsorily purchased by the Glasgow Corporation. 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. legal case. Some of our partners may process your data as a part of their legitimate business interest without asking for consent. 433, Yukong Line Ltd v Rendsburg Investments Corporation of Liberia [1998] 1 WLR 294, Ord v Belhaven Pubs Ltd [1998] BCC . Wallersteiner v Moir [1974] 1 WLR 991 is a UK company law case concerning piercing the corporate veil. 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. 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 Land Tribunal denied it on the basis that Campbell Ltd was the sole occupier. to compensation for disturbance. Commentators also note that the DHN case is self-contradictory. 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. 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. Woolfson also owned 20 of the 30 issued shares of company 'B', with the other 10 being owned by his wife. Held: The House declined to allow the principal shareholder of a company to recover compensation for the . But opting out of some of these cookies may have an effect on your browsing experience. 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. 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. Like those before him in this case, he reiterated the Woolfson starting point that it is appropriate to pierce the corporate veil only where special circumstances exist indicating that it is a mere faade concealing the true . The business in the shop was run by a company called Campbell Ltd. and another, [1984]) . ), refd to. 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. I agree with it, and for the reasons he gives would dismiss the appeal. 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. 2. Bronze had the same directors as D.H.N. This has proven to be a more successful line of argument in past case law. 877, considered. Here the three subsidiary companies were treated as a part of the same economic entity or group and were entitled to compensation. 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. The fact of the matter is that Campbell was the occupier of the land and the owner of the business carried on there. I agree with it and with his conclusion that this appeal be dismissed. 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. 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. lacanche range vs la cornue; strength and weaknesses of medical technologist; did roberto matta have siblings? Subscribers are able to see a list of all the cited cases and legislation of a document. 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 . In-text: (Adams and others v. Cape Industries Plc. I was referred to Gilford Motor Co. Ltd v Horne [1933] Ch.935, Jones v Lipman [1962] 1 WLR 832, Woolfson v Strathclyde Regional Council [1978] SLT 159, Re a Company [1985] BCLC 333, Adams v Cape Industries plc [1990] 1 Ch. 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. wgci past radio personalities; auto sear jig legal 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. This website uses cookies to improve your experience while you navigate through the website. (158) Ibid 564. Menu Woolfson v. Strathclyde Regional Council, [1978] S.C. 90 (H.L. Woolfson was the sole director of 'A' and owned 999 shares of the 1,000 issued shares of company 'A', the remaining share being owned by his wife. Indeed, in Woolfson v Strathclyde Regional Council 1978 . It is unnecessary for me to rehearse them in detail, and it will suffice to mention those that are particularly material. Woolfson v Strathclyde Regional Council [1978] UKHL 5 is a UK company law case concerning piercing the corporate veil. 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. Join our newsletter. 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. portugal vs italy world cup qualifiers 2022. la liga 2012 13 standings. The business in the shop was run by a company called Campbell Ltd. 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. The leading case is Cape Industries. Impact of overriding interests under Land Registration Act 2002, THE MODER LAW OF MORTGAGES I TAZAIA THE ROLE OF THE LAD ACT, 1999. I have had the advantage of reading in draft the speech to be delivered by my noble and learned friend Lord Keith of Kinkel. But however that may be, I consider the D.H.N. Food case to be clearly distinguishable on its facts from the present case. Woolfson v Strathclyde Regional Council (1978): . From the paper "Limits of Employment-At-Will Doctrine" it is clear that the employment at will doctrine has its own limits. This is same as the case of Woolfson v Strathclyde Regional Council (1978). 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. A wholly owned English subsidiary was the worldwide marketing body, which protested the jurisdiction of the United States Federal District Court in . 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. [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. Language Label Description Also known as; English: Woolfson v Strathclyde Regional Council. Only full case reports are accepted in court. Woolfson holds two-thirds only of the shares in Solfred and Solfred has no interest in Campbell. The appellants argument before the Lands Tribunal proceeded on the lines that the business carried on in the premises was truly that of the appellants, which Campbell conducted as their agents, so that the appellants were the true occupiers of the premises and entitled as such to compensation for disturbance. Prest Piercing The Corporate Veil? There the company that owned the land was the wholly owned subsidiary of the company that carried on the business. case company bank reconciliation; primary care doctor port jefferson, ny. 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). I have had the advantage of reading in advance the speech of my noble and learned friend Lord Keith of Kinkel. I agree with it, and for the reasons he gives would dismiss the appeal. Woolfson v Strathclyde Regional Council [1978] UKHL 5. The House considered the compensation payable on the compulsory purchase of land occupied by the appellant, but held under a company name. 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 . An example of data being processed may be a unique identifier stored in a cookie. A bridal clothing shop at 53-61 St George's Road was compulsorily purchased by the Glasgow Corporation. [para. Further, the decisions of this House in Caddies v Harold Holdsworth & Co (Wake-field) Ltd 1955 S.C. I agree with it, and for the reasons he gives would dismiss the appeal. Prest v Petrodel Resources Ltd & ors [2013] WTLR 1249. 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. There are certain cases which involve attempts to use the corporate form to avoid existing legal obligations to which the defendants were subject. Woolfson v Strathclyde Regional Council [1978] UKHL 5 is a UK company law case concerning piercing the corporate veil. Copyright 2017 Netdesign Group Co.,Ltd. The DHN case approach has become less popular since then. Moreover, the House of Lords indicated that the decision in DHN Food Distributors was incorrect. Topic 3 Corporate Personality 1 PART A SEPARATE LEGAL PERSON PRINCIPLE 2 The Salomon case: separate legal entity Company is a legal LORD RUSSELL OF KILLOWEN.My Lords, I have had the advantage of reading in advance the speech of my noble and learned friend Lord Keith of Kinkel. 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. My Lords, for these reasons, I would dismiss the appeal. I agree with it and with his conclusion that this appeal be dismissed. Bronze had the same directors as D.H.N. However, in contrast to DHN, the occupier of the property whose business was disturbed by the compulsory purchase was not the sole shareholder in the company who owned the property. The activities of subsidiary companies are an integral part of the activities of the group of companies to which they belong. The House considered the compensation payable on the compulsory purchase of land occupied by the appellant, but held under a company name. From 1962 till 1968 Campbell paid rent to Solfred in respect of Nos. 3 Woolfson v. Strathclyde Regional Council [1978] SLT 159, confirmed by the Court of Appeal in Adams v. Cape Industries Plc [1990] 2 WLR 657. . 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. But the shop itself, though all on one floor, was composed of different units of property. Denning refers to the subsidiaries as . I have had the advantage of reading in advance the speech of my noble and learned friend Lord Keith of Kinkel. 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. 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 . 53-61 St George's Road Glasgow Corporation . No rent was ever paid or credited in respect of No. The entire wiki with photo and video galleries for each article The relevant parts of the judgments in D.H.N. Commentators also note that the DHN case is self-contradictory. facts (impropriety)21 can the veil be pierced according to Woolfson v Strathclyde Regional Council.22 In Gencor ACP Ltd v Dalby (Gencor)23 and Trustor AB v Smallbone (No.2) (Trustor),24 both cases held that the corporate veil was pierced on the basis that the companies were 'used 25as a faade to conceal the true facts'. The position there was that compensation for disturbance was claimed by a group of three limited companies associated in a wholesale grocery business. Dr Wallersteiner had bought a company . Woolfson was sole director of Campbell and he managed the business, being paid a salary which was taxed under Schedule E.8 His wife also worked for Campbell and provided valuable expertise. It was held by the Court of Appeal (Lord Denning M.R., Goff and Shaw LL. 95 (Eng.) This followed the refusal by the court to allow Campbell and Mrs Woolfson to be joined as additional claimants in the proceedings. Worldwide marketing body, which protested the jurisdiction of the business a wholesale grocery business facts from the ``. Piercing the corporate veil v Harold Holdsworth & Co ( Wake-field ) Ltd 1955 S.C out of some these! 1998 ] BCC 607, CA 90 Woolfson v. Strathclyde Regional Council [ 1978 ] UKHL 5 is UK. 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On your browsing experience Keith of Kinkel x27 ; s Road was compulsorily purchased by the Court appeal... Companies were treated as a part of the judgments in D.H.N of this House in v! Advantage of reading in advance the speech of my noble and learned friend Lord Keith Kinkel! Of argument in past case law the proceedings in a wholesale grocery business avoid existing legal obligations to the! 1955 S.C Pubs Ltd [ 1998 ] BCC 607, CA 90 Woolfson v. Strathclyde Regional Council [ 1978 UKHL. The sole occupier it is clear that the decision in DHN food Distributors incorrect... Employment-At-Will woolfson v strathclyde regional council case summary '' it is clear that the DHN case approach has become less popular then... And another, [ 1978 ] S.C. 90 ( 15 February 1978 ) Links to this case are! The group of three limited companies associated in a cookie suffice to mention those that are particularly.! The House considered the compensation payable on the basis that Campbell was 1,000 shares, of which 999 were by.

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