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8 Cards in this Set
- Front
- Back
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Salomon v Salomon |
HoL overturned the findings of the Court of First Instance and the Court of Appeal to hold that once a company is registered, it acquires a separate legal personality of it's own separate from it's owners. |
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Cases on The Veil of Incorporation |
Roundabout Ltd v Beirne new bar could not be subject of trade dispute Battle v Irish Art Promo co. hadn't money for legal dispute, majority shareholder couldn't take the case on the company's behalf. Mccaura v Northern Insurance insured forest in his own name, couldn't claim Stein v Blake misappropriation of assets, minority shareholder could not sue O'Neill v Ryan breaches of competition law caused diminution in his shares - could not sue as merely reflection of co.'s suffering DPP v Roseberry Construction fined for breaches of Health and Safety legislation. Tried to claim too severe as MD was essentially the company. Rejected. Lee v Lee's Air Farming killed during co. business, family could sue the company. Control of the company did not alter that he and the company were separate and distinct persons. |
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Lifting the Veil by the Courts |
Will only be done where the courts find it fair and equitable. It usually arises in 4 situations; -Agency -Single Economic Entity -Company Formed for Fraud/Illegal Purposes -Company is Being Used to Perpetrate a Fraud/Injustice on the Minority Shareholders |
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Agency |
Firestone Tyre & Rubber American co. trying to avoid tax by forming subsidiary in the UK Smith, Stone & Knight v Birmingham Corp compulsory purchase order - 5 Criteria Brains, Control, Appointment, Profit, Skill Fyffes v DCC no agency |
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Single Economic Entity |
DHN Ltd v London Borogh of Tower Hamlets compulsory acquisition, property owned by one co. but business carried out by another. Both compensated. Power Supermarket v Crumlin Investments held that Dunnes be bound to contract Adams v Cape Industries claw back to Salomon - "whether or not it is desirable, the right to use a corporate structure in this manner is inherent in our corporate law" A.I Coal Supplies v Powell Duffryn Irish SC - Power Supermarkets did not intend to lay down any revolutionary principle in law. Rex Pet Food v Lamb Bros high threshold - wouldn't disregard SLP State (McInerney) v Dublin Co Co using benefit of SLP, couldn't lift the veil to acquire further benefit. Fyffes v DCC while Mr. Flavin couldn't be deemed a director of the subsidiary, he could be deemed a director of the 'group'
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Formed for Fraudulent/Illegal Purposes |
Jones v Lipman house transferred 'device and a sham' Gilford Motor Co. v Horne injunction to prevent competition Creasy v Breachwood Motors Ltd formed to avoid paying unfair dismissal Re FG Films formed to enable US film to qualify as UK film Adams v Cape Industries attempt to avoid future potential liabilities is not fraudulent |
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Used to Perpetrate a Fraud/Injustice on the Minority |
Re Bugle Press Ltd transaction under s209 of UK Act allowing 90% shareholders to buy out minority was being used for the sole purpose of expropriating a minority
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Lifting by Legislation |
DPP v Roseberry Construction allowed piercing my legislation -Number of Members Below Minimum; s36 -Name Irregularities; Lindholst v Fowler s114 (Corby Chicken Co. instead of Corby Chicken Co. Ltd.) -Trading Without Cert; s6 -Tax Offences; s297 Re Huntings Lodge -Reckless Trading; s138 -Pooling Orders; s140 -Breach of Duties; Mehigan v Duignan failure to keep accounts -To Recognise a Group; s150
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