woolfson v strathclyde regional council case summary

Adams v Cape Industries plc and Another (1991) A worked for a US subsidiary of CI, which marketed asbestos in the US. The parent company, D.H.N., carried on the business in the premises which were the subject of compulsory purchase. that the group was entitled to compensation for disturbance as owners of the business. The case Salomon v Salomon & Co Ltd [ 2] (1897) is one of the cases that illustrated of the separate legal entity principle. 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. 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. In re FG (films) Ltd[ii], FG films wanted Monsoon registered as a British film. Therefore, English courts have shown a strong determination not to embark on any development of a group enterprise law. The grounds for the decision were (1) that since D.H.N. Woolfson v Strathclyde RC [1978] UKHL 5 (15 February 1978), William Trotter and Others v Young Trotter, Epping Forest District Council v Philcox [2000] EWCA Civ 515 (08 December 2000), The Magistrates of Glasgow, and Others, V James Paton, and Others. 40 Nbr. The circumstance that Solfred owned a substantial part of the shop premises was for purposes of this argument dismissed as irrelevant, on the basis that the part of the premises owned by Woolfson was essential to the carrying on of Campbells business, so that without it the business would have to be carried on, if at all, at some completely different place. Woolfson v. Strathclyde Regional Council, [1978] S.C. 90 (H.L. In-text: (Adams and others v. Cape Industries Plc. Bambers Stores [1983] F.S.R. Lords Wilberforce, Fraser and Russell and Dundy concurred. 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'. Subscribers are able to see a list of all the documents that have cited the case. Woolfson v Strathclyde Regional Council UKHL 5 is a UK company law case concerning piercing the corporate veil. Facts. The business in the shop was run by a company called Campbell Ltd. At the same time, pursuing a group interest might assist in resolving the financial difficulties. 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. Updated: 07 December 2022; Ref: scu.279742. Moreover, the House of Lords indicated that the decision in DHN Food Distributors was incorrect. J.) 53/55 St. George's Road. Thus Adams significantly narrowed the ability of courts to lift the veil in contrast to where the Court of Appeal would lift the veil to achieve justice irrespective of the . There are certain cases which involve attempts to use the corporate form to avoid existing legal obligations to which the defendants were subject. Im a simple gal who loves adventure, nature 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. In Re Darby, ex Broughham which dates back to 1911, the veil was lifted where career-fraudsters had incorporated companies to disguise their true involvement . 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. 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 consent submitted will only be used for data processing originating from this website. (Piercing the veil for attempting to evade a legal obligation); In re Darby, Brougham, [1911] 1 KB. Woolfson v Strathclyde Regional Council [1978] UKHL 5 is a UK company law case concerning piercing the corporate veil. 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. (157) Ibid 562. Sham companies. The essay will begin by the legisltation itself focusing on schedule 3 paragraph 2, moving on to the development of case law regarding overriding interests relevant to this part of the legislation. The compulsory acquisition resulted in the extinction of the grocery business, since no suitable alternative premises could be found. Here, on the other hand, the company that carried on the business, Campbell, has no sort of control whatever over the owners of the land, Solfred and Woolfson. 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 . 27 andMeyer v. Scottish Co-operative Wholesale Society Ltd.1958 S.C. 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. These cookies will be stored in your browser only with your consent. 2427356 VAT 321572722, Registered address: 188 Fleet Street, London, EC4A 2AG. 0 references. Woolfson v Strathclyde Regional Council [1978] UKHL 5 is a UK company law case concerning piercing the corporate veil. We also use third-party cookies that help us analyze and understand how you use this website. . During the marriage the matrimonial home was in England, though for most of the time the husband was found to be resident in Monaco and there was also a second home in Nevis. 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. 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. 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. 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. 33 (4) [para. This was supported by a copious citation of authority, but I do not consider the proposition as such to be in any doubt. It is the first of those grounds which alone is relevant for present purposes. 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. Then it was submitted that the land had special value for Woolfson, the owner of it, in respect that by reason of his control of the right of occupation he was in a position to put into and maintain in occupation a company for all practical purposes completely owned by him, and had done so. References The . country. No. Commentators also note that the DHN case is self-contradictory. subsequent case following adams (O) williams v natural health foods ltd. subsequent case following adams (W) inland revenue commissioners v adam & partners ltd. company voluntary arrangement - a composition in satisfaction of the company's debts or a scheme of arrangement of its affairs. Lord Keith's judgment dealt with DHN as follows. It carried on no activities whatever. to compensation for disturbance. 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. From 1952 until 1963, when Schedule A taxation was abolished, payments by way of rent for Nos. 1996, c. 125, sect. 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 . 54 88 D Hayton, 'Contractual Licences and Corporate Veils' [1977] C.L.J. The House considered the compensation payable on the compulsory purchase of land occupied by the appellant, but held under a company name. WOOLFSON v. REGIONAL COUNCIL Compulsory purchase Compensation Compensation for disturbance "Occupier" of acquired premises Occupier a trading 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. Woolfson v Strathclyde Regional Council [1978] UKHL 5. - 3rd December 1976 - Court of Session (affirmed) - 15th February 1978 - House of Lords (affirmed) 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. 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. (H.L.) The Land Tribunal denied it on the basis that Campbell Ltd was the sole occupier. [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. 22Woolfson v Strathclyde Regional Council. 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. Held: The House declined to allow the principal shareholder of a company to recover compensation for the . From 1952 until 1963, when Schedule A taxation was abolished, payments by way of rent for Nos. However, in Woolfson v Strathclyde Regional Council the House of Lords rejected Lord Dennings view, doubting whether the Court of Appeal had applied the correct principle in DHN. UK legal case. I agree with it, and for the reasons he gives would dismiss the appeal. 95 (Eng.) Bronze had the same directors as D.H.N. The parent company, D.H.N., carried on the business in the premises which were the subject of compulsory purchase. He referred to a passage in the judgment of Ormerod L.J. (H.L.) 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. Food Distributorscase (supra) is, on a proper analysis, of assistance to the appellants argument. LORD FRASER OF TULLYBELTON.My Lords 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. Therefore, English courts have shown a strong determination not to embark on any development of a group enterprise law. Company Constitution What is the purpose of the memorandum of association . 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. 6 ibid [63], [103]. Various financial arrangements were entered into between Woolfson and Campbell, but it is unnecessary to go into the details of these. Founded over 20 years ago, vLex provides a first-class and comprehensive service for lawyers, law firms, government departments, and law schools around the world. 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