Law L3 Corporate Personality

Front 1

Salomon v Salomon (High Court decision)

Back 1

Against Salomon: signatories were mere puppets

Front 2

Salomon v Salomon (Court of Appeal)

Back 2

Against: Abused privileges of incorporation

Front 3

Salomon v Salomon (House of Lords)

Back 3

In favour of Salomon: Nothing that states shareholders must be independent of majority shareholders

Front 4

Macaura v Northern Insurance

Back 4

Forgot to change insurance into company's name when went public

Hint 4

I went forgot to change the insurance into my name when I flew North to Macau

Front 5

Lee v Lee's Air Farming

Back 5

Wife sued for death of husband. Can only claim as

Hint 5

Husband got killed by plane at the Airfarm

Front 6

Goh Hooi Yin case

Back 6

Salomon v Salomon is applied in Malaysia in Goh Hooi Yin

Front 7

Gilford Motor v Home (What exception to Salomon v Salomon and facts?)

Back 7

Exception: Fraud. H was a salesman at GM. He left and was not allowed to sell to GM's customers for some time. H set up company and sold to GM's customers claiming it wasn't him but his company. HELD: Court granted injunction

Front 8

Jones v Lipman (What exception to Salomon v Salomon and facts?)

Back 8

L agreed to sell a land to J. But later L transferred the land to his company to keep it out of reach from purchasers. HELD: Specific performance against Lipman

Hint 8

Lipman is a sweet talker. Sweet talked Aunty Jones into buying land but later hid it

Front 9

What did Gopal Sri Ram say in Permanent Sdn Bhd case?

Back 9

"company is separate from shareholders"

"Courts can pierce veil if it is a facade concealing facts"

Front 10

Smith, Stone & Knight case (What exception to Salomon v Salomon and facts?)

Back 10

Exception: Agency. SSK owned land. A subsidiary operated on that land. BC issued compulsory purchase order and said the subsidiary cannot claim compensation.

HELD: Can claim because subsidiary is an agent

Front 11

Creasey v Breachwood Motors case (What exception to Salomon v Salomon and facts?)

Back 11

C was an employee and was fired. Claimed compensation but unable to because employer transferred all assets to new company.

HELD: C can transfer claim to new company

Hint 11

I got fired for creases on my shirt when I come for work and tried to claim

Front 12

Ord v Belhaven Pubs Limited (What exception to Salomon v Salomon and facts?)

Back 12

Exception: Group of companies. P sued D but knew D had no money to pay. So it substituted D with another company.

HELD: Cannot substitute

Hint 12

An ordinary man that can use substitute jutsu into a pup

Front 13

Asparta v Bank Bumiputra Malaysia (What exception to Salomon v Salomon and facts?)

Back 13

Exception: Group of Companies. Courts lifted veil because fraud occurred in very structure of company

Front 14

Double acres Sdn Bhd

Back 14

Courts lift veil too easily

Hint 14

Double kill. Too easy

Front 15

DNH Food distributors case (What exception to Salomon v Salomon and facts?)

Back 15

Exception: Single economic unit. Subsidiary but able to claim because single economic unit

Hint 15

DNH similar to Smith, Stone & Knight (SSK) but single economic unit

Front 16

Woolfson case

Back 16

Not same economic unit cannot claim

Hint 16

A wolf and a son are not the same

Front 17

Adams v Cape Industries

Back 17

A sued CI for asbestos dust. Unsuccessful because not same economic unit.

Hint 17

Adam escaped from punishment using a Cape and left a trail of asbestos dust.

Front 18

Williams v Natural Life Health Food (What exception to Solomon v Salomon and facts?)

Back 18

Exception: Tortious claim. Director personally liable for negligent misstatement if there was reasonable reliance by claimant to create special relationship

Hint 18

Prince Williams made a tortious claim that the Natural Life Health Food is healthy