. But the shop itself, though all on one floor, was composed of different units of property. Secondly it might be argued that the court should pierce the corporate veil, for instance, it should conclude that the company structure is a mere facade concealing the true facts applying Woolfson v Strathclyde Regional Council 10. The position there was that compensation for disturbance was claimed by a group of three limited companies associated in a wholesale grocery business. In the case of D.H.N. 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. 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 have had the advantage of reading in draft the speech to be delivered by my noble and learned friend Lord Keith of Kinkel. For the reasons stated in it, I also would dismiss this appeal. to compensation for disturbance. 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. Search. Facts. It is unnecessary for me to rehearse them in detail, and it will suffice to mention those that are particularly material. Continue with Recommended Cookies. Subscribers are able to see a list of all the documents that have cited the case. 935 C.A. It carried on no activities whatever. In such a case, the Court may examine the character of persons in real control of the company, and declare the company to be an enemy company. 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. 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. 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. From 1952 until 1963, when Schedule A taxation was abolished, payments by way of rent for Nos. 41-4, December 2014, Melbourne University Law Review Vol. Case law examples. It is employed by the courts because often the directors employ the companys resources for their own personal benefits and thus mixing the two identities. Mr Woolfson had 999 shares in Campbell Ltd and his wife the other. Out of these cookies, the cookies that are categorized as necessary are stored on your browser as they are essential for the working of basic functionalities of the website. Adams v Cape Industries plc and Another (1991) A worked for a US subsidiary of CI, which marketed asbestos in the US. In. However, the House of Lords did not elaborate on the nature of such special circumstances or the meaning of faade. 116. Xbox One Audio Settings Headset Chat Mixer, Draft leases were at one time prepared, but they were never put into operation. 6 ibid [63], [103]. Held: The House declined to allow the principal shareholder of a company to recover compensation for the compulsory purchase of a property which the company occupied. Food Distributors case (supra) is, on a proper analysis, of assistance to the appellants' argument. Note that since this case was based in Scotland, different law applied. 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. Im a simple gal who loves adventure, nature The Land Tribunal denied it on the basis that Campbell Ltd was the sole occupier. 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. Court case. 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 . The business in the shop was run by a company called Campbell Ltd. What people are saying - Write a review. 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. 27 and Meyer v Scottish Co-operative Wholesale Society Ltd 1958 S.C. Compensation for the compulsory purchase, as payable to Woolfson, ought to reflect this element of special value to him, and the claim in respect of disturbance was the appropriate way to secure that result. 2023 Legalease Ltd. All rights reserved, Registered company in England & Wales No. Even Evasion can be considered as Faade only. Woolfson v Strathclyde RC 1978 S.C. If you would like to change your settings or withdraw consent at any time, the link to do so is in our privacy policy accessible from our home page.. 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. The issued share capital of Campbell was 1,000 shares, of which 999 were held by Woolfson and one by his wife. We and our partners use cookies to Store and/or access information on a device. 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. The US subsidiary had no assets. However, the House of Lords ruled that Woolfson and its subsidiary were not a single economic unit due to operational practices. Mr Solomon Woolfson owned three units and another company, Solfred Holdings Ltd owned the other two. Campbell was throughout shown in the valuation roll as occupier of the shop premises, but its occupation was not regulated by lease or any other kind of formal arrangement. But however that may be, I consider the D.H.N. William Buick Wife, J.) United Kingdom. Food case to be clearly distinguishable on its facts from the present case. (155) Ibid 561-2, 564. Wikiwand is the world's leading Wikipedia reader for web and mobile. 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. . 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. Language Label Description Also known as; English: Woolfson v Strathclyde Regional Council. Woolfson v Strathclyde Regional Council (1978): This was similar to DHN v Tower Hamlets. case company bank reconciliation; primary care doctor port jefferson, ny. J.) IMPORTANT:This site reports and summarizes cases. We and our partners use data for Personalised ads and content, ad and content measurement, audience insights and product development. During the First World War, the English company commenced action for recovery of a trade debt. - 3rd December 1976 - Court of Session (affirmed) - 15th February 1978 - House of Lords (affirmed) 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. But the shop itself, though all on one floor . The court was asked as to the power of the court to order the transfer of assets owned entirely in the companys names. Before making any decision, you must read the full case report and take professional advice as appropriate. Food Distributorscase (supra) is, on a proper analysis, of assistance to the appellants argument. Scribd is the world's largest social reading and publishing site. 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. 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. Salomon v Salomon (1897) A.C. 22 (H.L.) 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. Subscribers are able to see the revised versions of legislation with amendments. 59/61 St Georges Road were credited to Woolfson in Campbells Road. (H.L.) 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. UK legal case. It is the first of those grounds which alone is relevant for present purposes. Woolfson v Strathclyde Regional Council [1978] UKHL 5 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. A bridal clothing shop at 53-61 St George's Road was compulsorily purchased by the Glasgow Corporation. 17]. Here the three subsidiary companies were treated as a part of the same economic entity or group and were entitled to compensation. 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. These cookies will be stored in your browser only with your consent. Advanced A.I. 2. What approach did the Court of Appeal take in Adams v Cape Industries plc [1990] Ch 433? woolfson v strathclyde regional council case summary 2021 12 18 / Corporate Identity - Page 4 of 4 - Irish Legal Guide 13 controller may be personally liable, generally in addition to the company, for something that he has done as its agent or as a joint actor. Piercing the Corporate Veil? Dublin County Council v. Elton Homes Ltd [1984] ILRM 297 . that the group was entitled to compensation for disturbance as owners of the business. 40 Nbr. 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. a sufficient interest in the land to found a claim to compensation for disturbance and (3) (per Goff and Shaw LL.J.) I agree with it and with his conclusion that this appeal be dismissed. Updated: 07 December 2022; Ref: scu.279742. The case Salomon v Salomon & Co Ltd [ 2] (1897) is one of the cases that illustrated of the separate legal entity principle. 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. Except where otherwise indicated, Everything.Explained.Today is Copyright 2009-2022, A B Cryer, All Rights Reserved. wgci past radio personalities; auto sear jig legal 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. How does the decision in DHN Food Distributors Ltd v Tower Hamlets LBC [1976] 1 WLR 852 compare with the decision in Woolfson v Strathclyde Regional Council 1978 SLT 159? The . 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.[1]. 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. This line of argument was unsupported by authority and in my opinion it also lacks any foundation of principle. There are certain cases which involve attempts to use the corporate form to avoid existing legal obligations to which the defendants were subject. Held, the company was an alien company and the payment of debt to it would amount to trading with the enemy, and therefore, the company was not allowed to proceed with the action. 433, Yukong Line Ltd v Rendsburg Investments Corporation of Liberia [1998] 1 WLR 294, Ord v Belhaven Pubs Ltd [1998] BCC . 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