woolfson v strathclyde regional council case summarywoolfson v strathclyde regional council case summary

It is unnecessary for me to rehearse them in detail, and it will suffice to mention those that are particularly material. 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. 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. Prest v Petrodel Resources Ltd and Others, [2013] UKSC 34. Mr Solomon Woolfson owned three units and another company, Solfred Holdings Ltd owned the other two. 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. Some of our partners may process your data as a part of their legitimate business interest without asking for consent. 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. Note that since this case was based in Scotland, different law applied. Food case to be clearly distinguishable on its facts from the present case. 961; [1996] CLC 990; (1996), 160 J.P. Rep. 1130; 146 New L.J. Company Constitution What is the purpose of the memorandum of association . 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. The business in the shop was run by a company called Campbell Ltd. 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. The US subsidiary had no assets. It was held by the Court of Appeal (Lord Denning M.R., Goff and Shaw LL. 116. (Piercing the veil for attempting to evade a legal obligation); In re Darby, Brougham, [1911] 1 KB. portugal vs italy world cup qualifiers 2022. la liga 2012 13 standings. We and our partners use data for Personalised ads and content, ad and content measurement, audience insights and product development. Further, the decisions of this House inCaddies v. Harold Holdsworth &Co. (Wake-field) Ltd.1955 S.C. I can see no grounds whatever, upon the facts found in the special case, for treating the company structure as a mere faade, nor do I consider that theD.H.N. I agree with it and with his conclusion that this appeal be dismissed. All rights reserved. Corporate structures, the veil and the role of the courts. Copyright 2020 Lawctopus. 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. Here the three subsidiary companies were treated as a part of the same economic entity or group and were entitled to compensation. But the shop itself, though all on one floor, was composed of different units of property. 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 Woolfson v Strathclyde Regional Council UKHL 5 is a UK company law case concerning piercing the corporate veil. Scribd is the world's largest social reading and publishing site. It is unnecessary for me to rehearse them in detail, and it will suffice to mention those that are particularly material. Wikiwand is the world's leading Wikipedia reader for web and mobile. Appellate Committee of the House of Lords. Held: The House declined to allow the principal shareholder of a company to recover compensation for the . But however that may be, I consider the D.H.N. Baron Gabriel van der Elst v LPA International Inc . 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. And one of them is to subscribe to our newsletter. The parent company, D.H.N., carried on the business in the premises which were the subject of compulsory purchase. Denning refers to the subsidiaries as . For the reasons stated in it, I also would dismiss this appeal. , August 2019, Journal of Law and Society Nbr. 22Woolfson v Strathclyde Regional Council. No rent was ever paid or credited in respect of No. Michael Prest (husband) and Yasmin Prest (wife) were married for 15 years and had four children before the wife petitioned for divorce in March 2008. 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. 57 St. George's Road. Lords Wilberforce, Fraser and Russell and Dundy concurred. (H.L.) Piercing The Corporate Veil Recent Developments. 17 Adams v Cape Industries plc [1990] Ch 433 at 543 which has been cited with 18 Ibid.% atp. Search. 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. Subscribers are able to see the list of results connected to your document through the topics and citations Vincent found. Therefore, English courts have shown a strong determination not to embark on any development of a group enterprise law. a sufficient interest in the land to found a claim to compensation for disturbance and (3) (per Goff and Shaw LL.J.) DHN Food Distributors Ltd v Tower Hamlets London Borough Council, Lord Keith, Lord Wilberforce, Lord Fraser and Lord Russell. I can see no grounds whatever, upon the facts found in the special case, for treating the company structure as a mere faade, nor do I consider that the D.H.N. Statutes Noticed: Expropriation Act, R.S.B.C. For the reasons stated in it, I also would dismiss this appeal. This followed the refusal by the court to allow Campbell and Mrs Woolfson to be joined as additional claimants in the proceedings. It was held that the film could not be considered British made, even though the company owning the rights was a UK company. Woolfson cannot be treated as beneficially entitled to the whole share-holding in Campbell, since it is not found that the one share in Campbell held by his wife is held as his nominee. 0 references. Woolfson v Strathclyde Regional Council [1978] UKHL 5 is a UK company law case concerning piercing the corporate veil. ), refd to. Woolfson v Strathclyde RC [1978] UKHL 5 (15 February 1978) admin March 8, 2020 INTERNATIONAL / U.K. House of Lords At delivering judgment on 15th February 1978, 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. The activities of subsidiary companies are an integral part of the activities of the group of companies to which they belong. Subscribers are able to see a list of all the cited cases and legislation of a document. 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. 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. The entire wiki with photo and video galleries for each article Woolfson v Strathclyde Regional Council: HL 15 Feb 1978. 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. The grounds for the decision were (1) that since D.H.N. 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. VTB Capital plc v Nutritek International Corp [2013] UKSC 5. 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. The issued share capital of Campbell was 1,000 shares, of which 999 were held by Woolfson and one by his wife. See more Redirects here: Caddies v Harold Holdsworth & Co (Wake-field) Ltd, Harold Holdsworth Ltd v Caddies. was in a position to control its subsidiaries in every respect, it was proper to pierce the corporate veil and treat the group as a single economic entity for the purpose of awarding compensation for disturbance; (2) that if the companies were to be treated as separate entities, there was by necessary implication from the circumstances an agreement between D.H.N. and the premises were its only asset. 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. This was supported by a copious citation of authority, but I do not consider the proposition as such to be in any doubt. From 1952 until 1963, when Schedule A taxation was abolished, payments by way of rent for Nos. 53-61 St George's Road Glasgow Corporation . In the case of D.H.N. Food Distributors Ltd. v. Tower Hamlets London Borough Council [1976] 1 W.L.R. 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. 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. Bambers Stores [1983] F.S.R. 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]. I agree with it and with his conclusion that this appeal be dismissed. A wholly owned English subsidiary was the worldwide marketing body, which protested the jurisdiction of the United States Federal District Court in . 6 ibid [63], [103]. 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. Food Distributorscase (supra) is, on a proper analysis, of assistance to the appellants argument. .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. We'll assume you're ok with this, but you can opt-out if you wish. 0 references. Woolfson cannot be treated as beneficially entitled to the whole share-holding in Campbell, since it is not found that the one share in Campbell held by his wife is held as his nominee. 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." 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 . Denning refers to the subsidiaries as . UK legal case. 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 issued share capital of Campbell was 1,000 shares, of which 999 were held by Woolfson and one by his wife. In-text: (Woolfson v Strathclyde Regional Council, [1978]) Your Bibliography: Woolfson v Strathclyde Regional Council [1978] EGLR 2, p.19. 2427356 VAT 321572722, Registered address: 188 Fleet Street, London, EC4A 2AG. 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. 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. 17 Adams v Cape Industries plc [1990] Ch 433 at 543 which has been cited with 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 . But the shop itself, though all on one floor, was composed of different units of property. 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. 57 St. George's Road. and another 1984 - CA. 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