Company - Piercing The Veil

Front 1

A company has a seperate legal personality?

Back 1

Salomon v Salomon

Front 2

Once registered, company is a "body corporate"

Back 2

s16 Companies Act 2006

Front 3

Company can be a member of another company

Back 3

Gramaphone and Typewriter

Front 4

Legal consequences of a company's seperate legal personality?

Back 4

1. Limited liability
2. Member can accept liability through guarantee
3. Separate focus for contracts and relationships
4. Ownership of property
5. Legal proceedings
6. Foreign jurisdiction

Front 5

A company has limited liability

Back 5

Saloman v. Saloman

Front 6

A company is a seperate entitity for the purpose of contracts

Back 6

Lee v. Lee's Air Farming

Front 7

Company can own property. Member's can have indirect interest and remain limited liability

Back 7

Philipou

Front 8

A company sues in its own name

Back 8

Brekland

Front 9

Controlling member not legally present in jurisdiction because company is there

Back 9

Adams v. Cape

Front 10

Focus for discussing limits of piercing the veil?

Back 10

- how far can companies be used to limit liability?

- focus on "one man" companies

- two recent SC cases have done less to settle/clarify the law

Front 11

Two broad categories of piercing veil?

Back 11

- By statute

- By court

Front 12

Piercing by statute?

Back 12

Can override seperate legal personality for policy objectives

Dimbleby - court won't do it unless express provision

e.g. Petrodel - Matrimonial Causes Act 1973 - no express permission

Front 13

An statutory example of piercing the veil

Back 13

s251 Companies Act 2006

Shadow directors

Deverell - but not just for professional advice

Front 14

Two types of piercing veil by courts

Back 14

- General legal ground

- Special doctrine

Front 15

Examples of piercing court by general legal ground

Back 15

Courts unwilling to diverge from Saloman without proper legal basis, but:

1. Agency
2. Trusteeship
3. Liability in Tort
4. Tort and Groups of Companies

Front 16

Case for agency and piercing

Back 16

Adams v. Cape Industries - specific intention to create agency relationship

Front 17

Case for trusteeship and piercing

Back 17

Trebanog - must be intention in overall circumstances

Petrodel - although based on evidential presumptions

Front 18

Case for tort liability and piercing

Back 18

Rainham - general principle is directors are not jointly liable

MCA - but members can be liable if they go beyond acting as a director

Front 19

Cases for group tort liability and piercing

Back 19

Chandler - asbestos case - where duty can be owed based on overall control

Front 20

A. Introduction to piercing by special doctrine

Back 20

1. Woolfson - claimed power to pierce to combat "sham", "facade" or "mask" companies
   
2. Didn't clearly define scope
3. VTB Capital and Petrodel both reviews - but didn't provide clear outcomes
4. "fraud unravels everything" - basic principle
5. Final remedy?
6. Adams and Cape - it's legitimate to use company to minimise risk - evasion vs. avoidance?

Front 21

B. Case law before 2013

Back 21

• Adams v. Cape - most comprehensive review
  
• Held courts correct in Gilford Motor (covenant) and Jones and Lipman (sale) - both "one man companies"
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