Commentators also note that the DHN case is self-contradictory. It was maintained before this House that the conclusion of the Lord Justice-Clerk was erroneous. 2, January 2017, Dundee Student Law Review Nbr. Facts A bridal clothing shop at 53-61 St George's Road was compulsorily purchasedby the Glasgow Corporation. The House considered the compensation payable on the compulsory purchase of land occupied by the appellant, but held under a company name. was in a position to control its subsidiaries in every respect, it was proper to pierce the corporate veil and treat the group as a single economic entity for the purpose of awarding compensation for disturbance; (2) that if the companies were to be treated as separate entities, there was by necessary implication from the circumstances an agreement between D.H.N. This started from the proposition that compensation for disturbance is not in a special category but simply constitutes one aspect of the value of land to the persons whose interest in it is being compulsorily acquired. - 3rd December 1976 - Court of Session (affirmed) - 15th February 1978 - House of Lords (affirmed) 5 minutes know interesting legal mattersWoolfson v Strathclyde Regional Council [1978] 2 EGLR 19 (HL) (UK Caselaw) Nos. Therefore, English courts have shown a strong determination not to embark on any development of a group enterprise law. Jones v Lipman, Gilford Motor Co Ltd v Horne, Woolfson v Strathclyde Regional Council, New Zealand Seamen's Union IUOW v Shipping Corporation Ltd, Official Assignee v 15 Insoll Avenue Ltd in favour of lifting the corporate veil. 2. IMPORTANT:This site reports and summarizes cases. 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. Woolfson v Strathclyde Regional Council [1978] UKHL 5 is a UK company law case concerning piercing the corporate veil. 1 reference. 57 and 59/61 St. George's Road were owned by the first-named appellant Solomon Woolfson ("Woolfson") and Nos. All E.R. This line of argument was unsupported by authority and in my opinion it also lacks any foundation of principle. Horne. It is unnecessary for me to rehearse them in detail, and it will suffice to mention those that are particularly material. We and our partners use cookies to Store and/or access information on a device. An alternative to lists of cases, the Precedent Map makes it easier to establish which ones may be of most relevance to your research and prioritise further reading. The DHN case approach has become less popular since then. The parent company, D.H.N., carried on the business in the premises which were the subject of compulsory purchase. J.) Bambers Stores [1983] F.S.R. Draft leases were at one time prepared, but they were never put into operation. What people are saying - Write a review. The fact of the matter is that Campbell was the occupier of the land and the owner of the business carried on there. In my opinion the conclusion was correct, and I regard as unimpeachable the process of reasoning by which it was reached. (H.L.) Their scientific name, Phascolarctos cinereus, is derived from several Greek words meaning pouch bear (phaskolos arktos) and having an ashen appearance (cinereus). 1996, c. 125, sect. Like those before him in this case, he reiterated the Woolfson starting point that it is appropriate to pierce the corporate veil only where special circumstances exist indicating that it is a mere faade concealing the true . 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.. In Woolfson v Strathclyde Regional Council, the House of Lords disapproved of Denning's comments and said that the corporate veil would be upheld unless the company was a faade. A critical analysis on Prest v Petrodel Resources Ltd and Others, Lord Wilberforce,Lord Fraser of Tullybelton,Lord Russell of Killowen,Lord Keith of Kinkel, Journal of Corporate Commercial Law & Practice Nbr. 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. Woolfson v Strathclyde Regional Council UKHL 5 is a UK company law case concerning piercing the corporate veil. The latter was in complete control of the situation as respects anything which might affect its business, and there was no one but itself having any kind of interest or right as respects the assets of the subsidiary. Lords Wilberforce, Fraser and Russell and Dundy concurred. But the shop itself, though all on one floor, was composed of different units of property. 9 Thompson v Renwick Group Plc [2014] EWCA Civ 635, [2015] BCC 855. (159) Ibid 584. 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. For the reasons stated in it, I also would dismiss this appeal. 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 . UK legal case. Woolfson v. Strathclyde Regional Council 1978 S.L.T. The consent submitted will only be used for data processing originating from this website. (157) Ibid 562. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. PDF Lifting, Piercing and Sidestepping the Corporate Veil Ord v Belhaven Pubs Ltd [1998 . It was argued, with reliance onD.H.N. Yes! 57 St. George's Road. Prest Piercing The Corporate Veil? In Canada, the case of Ernst v. EnCana Corporation was inspired by the rule of Rylands v Fletcher. I have had the advantage of reading in draft the speech to be delivered by my noble and learned friend Lord Keith of Kinkel. What approach did the Court of Appeal take in Adams v Cape Industries plc [1990] Ch 433? A bridal clothing shop at 53-61 St George's Road was compulsorily purchased by the Glasgow Corporation. Subscribers are able to see a visualisation of a case and its relationships to other cases. Food case to be clearly distinguishable on its facts from the present case. In Woolfson v Strathclyde Regional Council, the House of Lords disapproved of Denning's comments and said that the corporate veil would be upheld unless the company was a faade. 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. In-text: (Adams and others v. Cape Industries Plc. J.) Language Label Description Also known as; English: Woolfson v Strathclyde Regional Council. The activities of subsidiary companies are an integral part of the activities of the group of companies to which they belong. A significant fallout of the decision in Hashem v. The business in the shop was run by a company called Campbell Ltd. SSRN-id3371379 - Free download as PDF File (.pdf), Text File (.txt) or read online for free. 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. 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. 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. Mr Woolfson had 999 shares in Campbell Ltd and his wife the other. The issued share capital of Campbell was 1,000 shares, of which 999 were held by Woolfson and one by his wife. 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. Therefore, English courts have shown a strong determination not to embark on any development of a group enterprise law. 542. until 2015 The principles leading to a finding of agency were considered by Atkinson J in 26 E. g. Woolfson v. Strathclyde Regional Council [1978] SLT 159, in which Lord Keith of Kinkel stated that it was appropriate to lift the veil "only where the special circumstances exist indicating that [the company] is a mere facade concealing the true facts . Lists of cited by and citing cases may be incomplete. 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. 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 Daimler Co. Ltd V. Continental Tyre And Rubber Co. Ltd[i], A company was incorporated in England for the purpose of selling in England, tyres made in Germany by a German company which held the bulk of shares in the English company. He subsequently changed his mind and to avoid the specific performance against L and the company. An injunction was granted both against him and the company to restrain them from carrying on the business. 116. The latter was in complete control of the situation as respects anything which might affect its business, and there was no one but itself having any kind of interest or right as respects the assets of the subsidiary. Subscribers can access the reported version of this case. Facts; Judgment; See also; Notes; References; External links; Facts. 57 and 59/61 St Georges Road were owned by the first-named appellant Solomon Woolfson (Woolfson) and Nos. But the shop itself, though all on one floor . 4 [2011] EWHC 333 (Comm). 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. It was held by the Court of Appeal (Lord Denning M.R., Goff and Shaw LL. 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 business in the shop was run by a company called Campbell Ltd. , August 2019, Journal of Law and Society Nbr. 59/61 St. George's Road were credited to Woolfson in Campbell's books. Lord Keith upheld the decision of the Scottish Court of Appeal, refusing to follow and doubting DHN v Tower Hamlets BC. He referred to a passage in the judgment of Ormerod L.J. 40 Nbr. Manage Settings For the reasons stated in it, I also would dismiss this appeal. It is the first of those grounds which alone is relevant for present purposes. Statutes Noticed: Expropriation Act, R.S.B.C. See more Redirects here: Caddies v Harold Holdsworth & Co (Wake-field) Ltd, Harold Holdsworth Ltd v Caddies. Woolfson holds two-thirds only of the shares in Solfred and Solfred has no interest in Campbell. (156) Ibid 561. Woolfson V Strathclyde Regional Council: Editors: Jesse Russell, Ronald Cohn: Publisher: Book on Demand, 2012: ISBN: 5512263587, 9785512263587: Sonic Breakfast Burrito Review, 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. 2427356 VAT 321572722, Registered address: 188 Fleet Street, London, EC4A 2AG. the separate personality of a company is a real thing. It was held by the Court of Appeal (Lord Denning M.R., Goff and Shaw LL. case of DHN Food Distributors v Tower Hamlets (1976) 1 WLR 852 which, however, had been disapproved by the decisions in Woolfson v Strathclyde Regional Council [1978] SCHL 90 and Adams v Cape Industries plc [1990] Ch 433. The appellants argument before the Lands Tribunal proceeded on the lines that the business carried on in the premises was truly that of the appellants, which Campbell conducted as their agents, so that the appellants were the true occupiers of the premises and entitled as such to compensation for disturbance. Woolfson v Strathclyde Regional Council . Or Going Around? V, January 2019. Adams v Cape Industries plc and Another (1991) A worked for a US subsidiary of CI, which marketed asbestos in the US. The US subsidiary had no assets. . 53-61 St George's Road Glasgow Corporation . Wikiwand is the world's leading Wikipedia reader for web and mobile. country. 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. VTB Capital plc v Nutritek International Corp [2013] UKSC 5. Commentators also note that the DHN case is self-contradictory. You can use it as an example when writing your own essay or use it as a source, but you need 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. In my opinion the conclusion was correct, and I regard as unimpeachable the process of reasoning by which it was reached. A bridal clothing shop at 53-61 St George's Road was compulsorily purchased by the Glasgow Corporation. Introduction Woolfson v Strathclyde Regional Council The business in the shop was run by a company called Campbell Ltd. 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. It carried on no activities whatever. Updated daily, vLex brings together legal information from over 750 publishing partners, providing access to over 2,500 legal and news sources from the worlds leading publishers. Updated: 07 December 2022; Ref: scu.279742. In the case Woolfson v. Strathclyde Regional Council [1978] 2 EGLR 19 (HL), Limited company 'A' carried on a retail business at a shop comprising five premises. 54 88 D Hayton, 'Contractual Licences and Corporate Veils' [1977] C.L.J. 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 business in the shop was run by a company called Campbell Ltd. Keith of Kinkel submitted will only be used for data processing originating from woolfson v strathclyde regional council case summary website Review Nbr an injunction granted... ; [ 1977 ] C.L.J Redirects here: Caddies v Harold Holdsworth & amp ; (. 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