The third company, also a wholly owned subsidiary of D.H.N., owned as its only asset the vehicles used in the grocery business, and it too carried on no operations. It was held by the Court of Appeal (Lord Denning M.R., Goff and Shaw LL. Topic 3 Corporate Personality 1 PART A SEPARATE LEGAL PERSON PRINCIPLE 2 The Salomon case: separate legal entity Company is a legal United Kingdom. Introduction Woolfson v Strathclyde Regional Council 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. A bridal clothing shop at 53-61 St George's Road was compulsorily purchased by the Glasgow Corporation. Furthermore, Woolfson v. Strathclyde Regional Council [12] insisted on the application of the rule in special circumstances alone and where the motive is well established. Held: The House declined to allow the principal shareholder of a company to recover compensation for the . 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. 27 andMeyer v. Scottish Co-operative Wholesale Society Ltd.1958 S.C. 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. 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. We and our partners use cookies to Store and/or access information on a device. 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. 41-4, December 2014, Melbourne University Law Review Vol. 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 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. All rights reserved. Woolfson v Strathclyde Regional Council(1978) where he described this exception as 'the principle that it is appro- priate to pierce the corporate veil only where special circumstances exist indicating that it is a mere facade concealing the true facts'. 40, which were founded on by Goff L.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. 57 St. George's Road. The issued share capital of Campbell was 1,000 shares, of which 999 were held by Woolfson and one by his wife. There can be no doubt, and it is not now disputed by the appellants, that Campbell was throughout the occupier of the shop premises and that the business carried on there was that of Campbell. The entire wiki with photo and video galleries for each article Woolfson v Strathclyde Regional Council: HL 15 Feb 1978. Woolfson v Strathclyde RC 1978 S.C. The Land Tribunal denied it on the basis that Campbell Ltd was the sole occupier. The compulsory acquisition resulted in the extinction of the grocery business, since no suitable alternative premises could be found. Lord Keith's judgment dealt with DHN as follows. IMPORTANT:This site reports and summarizes cases. 12 89 Ord v Belhaven Pubs Ltd [1998] BCC 607, CA 90 Woolfson v. Strathclyde Regional . 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. But the shop itself, though all on one floor, was composed of different units of property. No. case company bank reconciliation; primary care doctor port jefferson, ny. 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. A wholly owned English subsidiary was the worldwide marketing body, which protested the jurisdiction of the United States Federal District Court in . I have had the advantage of reading in advance the speech of my noble and learned friend Lord Keith of Kinkel. 0 references. Prest v Petrodel Resources Ltd & ors [2013] WTLR 1249. (H.L.) 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. From 1952 until 1963, when Schedule A taxation was abolished, payments by way of rent for Nos. But the shop itself, though all on one floor, was composed of different units of property. (159) Ibid 584. Counsel: James R. Kitsul, for the appellant; Sarah Macdonald, for the respondent. I agree with it and with his conclusion that this appeal be dismissed. Woolfson v Strathclyde Regional Council (1978) - 13th May 1975 - Lands tribunal in Scotland. 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. It uses material from the Wikipedia article "Woolfson v Strathclyde Regional Council". Subscribers are able to see any amendments made to the case. Prest v Petrodel Resources Ltd and Others, [2013] UKSC 34. 57 St. George's Road. 5 minutes know interesting legal mattersWoolfson v Strathclyde Regional Council [1978] 2 EGLR 19 (HL) (UK Caselaw) the separate personality of a company is a real thing. Three of the premises were owned by Woolfson and the other two by another limited company 'B'. A bit of reading never hurts. 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 Wallersteiner v Moir [1974] 1 WLR 991 is a UK company law case concerning piercing the corporate veil. 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. Chapter 7: Corporations and legal personality Woolfson was the sole director of 'A' and owned 999 shares of the 1,000 issued . 2. 2023 Legalease Ltd. All rights reserved, Registered company in England & Wales No. Note that since this case was based in Scotland, different law applied. This article is licensed under the GNU Free Documentation License. (158) Ibid 564. 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. 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. In re FG (films) Ltd[ii], FG films wanted Monsoon registered as a British film. Sonic Breakfast Burrito Review, Woolfson v. Strathclyde Regional Council (1978) SC 90 . 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. In the case of D.H.N. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. 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 faade concealing the true facts. 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. Woolfson v Strathclyde Regional Council [1978] UKHL 5 is a UK company law case concerning piercing the corporate veil. Food case to be clearly distinguishable on its facts from the present case. J.) He formed a company to carry on a business which, if he had done so personally, would have been a breach of the covenant. 57 and 59/61 St Georges Road were owned by the first-named appellant Solomon Woolfson (Woolfson) and Nos. 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." But the shop itself, though all on one floor, was composed of different units of property. 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. Yes! Facts A bridal clothing shop at 53-61 St George's Road was compulsorily purchasedby the Glasgow Corporation. Mr Solomon Woolfson owned three units and another company, Solfred Holdings Ltd owned the other two. 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 . Woolfson v Strathclyde Regional Council [1978] UKHL 5 is a UK company law case concerning piercing the corporate veil. 1996, c. 125, sect. 53-61 St George's Road Glasgow Corporation . 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. 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. Court case. to compensation for disturbance. 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