Woolfson v. Strathclyde Regional Council (1978) ALT 159. 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. This argument was advanced successfully in the 1976 case of DHN Foo… Butt v Kelson [1952] Ch 197 is a UK company law and English trusts law case concerning the right of a beneficiary to direct its trustees to exercise votes on company shares that the trust possesses. The US subsidiary had no assets. Porcelli v Strathclyde Regional Council [1986] ICR 564, Court of Session; Case Summary. [1]. 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 façade. 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. This rule served as a marginal form of minority shareholder protection at common law, before the existence of any unfair prejudice remedy. This is the ERT case summary of the Scottish Court of Session decision of Strathclyde Regional Council v Porcelli [1986] IRLR 134. ‘Lifting the veil’ refers to the situations where the judiciary or the legislature has decided that the separation of the personality of the company and the members is not to be maintained. FAQs READ MORE. Woolfson cannot be treated as beneficially entitled to the whole shareholding in Campbell, since it is not found that the One share in Campbell held by his wife is held as his nominee. But however that may be, I consider the D.H.N. … Woolfson v Strathclyde Regional Council UKHL 5 is a UK company law case concerning piercing the corporate veil. Woolfson v Strathclyde Regional Council: part our commitment to scholarly and academic excellence, all articles receive editorial review.|||... World Heritage Encyclopedia, the aggregation of the largest online encyclopedias available, and the most definitive collection ever assembled. What people are saying - Write a review. Today, trusts play an important role in financial investments, especially in unit trusts and pension trusts, where trustees and fund managers usually invest assets for people who wish to save for retirement. This argument for lifting the veil is targeted at companies within a corporate group. 40, which were founded on by Goff L.J. Historically, trusts were mostly used where people left money in a will, created family settlements, created charities, or some types of business venture. Therefore, English courts have shown a strong determination not to embark on any development of a group enterprise law. The compulsory acquisition resulted in the extinction of the grocery business, since no suitable alternative premises could be found. It was held by the Court of Appeal (Lord Denning M.R., Goff and Shaw LL. Lord Keith upheld the decision of the Scottish Court of Appeal, refusing to follow and doubting DHN v Tower Hamlets BC. But the shop itself, though all on one floor, was composed of different units of property. 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. Cases & Articles Tagged Under: Woolfson v Strathclyde Regional Council [1978] UKHL 5 | Page 1 of 1 Prest v Petrodel Resources Ltd & ors [2013] UKSC 34 WTLR Issue: September 2013 #132 Woolfson holds two-thirds only of the shares in Solfred and Solfred has no interest in Campbell. Woolfson v Strathclyde Regional Council (1978): This was similar to DHN v Tower Hamlets. Frequently asked questions that can be filtered to suit you. Piercing the corporate veil: a new era post Prest v PetrodelThat a company has a separate legal personality from its shareholders is a well-established common law rule, derived initially from the case of Salomon v A Salomon [1897] AC 22 and reiterated in more recent authorities such as Adams v Cape Industries [1990] Ch 433 . 5 minutes know interesting legal mattersWoolfson v Strathclyde Regional Council [1978] 2 EGLR 19 (HL) (UK Caselaw) Furthermore, Woolfson v. Strathclyde Regional Council [12] insisted on the application of the rule in special circumstances alone and where the motive is well established. **VTB Capital plc v Nutritek International Corp [2013] Shows doubts of the old test (woolfson). Note that since this case was based in Scotland, different law applied. The council employed three laboratory technicians, who were all female and included E, the applicant, at one of their schools. Woolfson v Strathclyde Regional Council [1978] UKHL 5 is a UK company law case concerning piercing the corporate veil. Case referred to: Ministry of Defence v ... of the opinion of the Employment Appeal Tribunal there is no dispute between the parties in this appeal by Strathclyde Regional Council that the question for us is whether the decision of the Industrial Tribunal proceeded upon a failure correctly to understand, or to apply to the facts which they found, the provisions of s.1(1)(a) of the Act. Acronyms are listed under A in the A to Z. SPFOnline. It held that alterations could not be interfered with by the court unless a change was made that was bona fide for the benefit of the company as a whole. Lord Keith's judgment dealt with DHN as follows. Woolfson v Strathclyde Regional Council [1978] UKHL 5 is a UK company law case concerning piercing the corporate veil. In my opinion the conclusion was correct, and I regard as unimpeachable the process of reasoning by which it was reached. Woolfson v Strathclyde Regional Council [1978] UKHL 5 is a UK company law case concerning piercing the corporate veil. Also governed by the Insolvency Act 1986, the UK Corporate Governance Code, European Union Directives and court cases, the company is the primary legal vehicle to organise and run business. Arguments of Woolfson & Solfred Society : Vocabulary Compensation for disturbance When the owners are also the occupiers a compensation for disturbance has to be granted for the ground value Woolfson was not separate from Campbell because he permits to the Campbell society to However, in Woolfson v Strathclyde Regional Council the House of Lords rejected Lord Denning’s view, doubting whether the Court of Appeal had applied the correct principle in DHN. The House of Lords, following the Court of Appeal, set out a "three-fold test". 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. Involved a fault under a loan company which was used to buy dairy … It was a case on all fours with DHN Food … 4. and the premises were its only asset. Allen v Gold Reefs of West Africa Ltd [1900] 1 Ch 656 is a UK company law case concerning alteration of a company's articles of association. Provides topic based information written in QA format. See also Adams v Cape Industries plc [1990] 1 Ch 433 (CA) at 539; and Official Assignee v 15 Insoll Avenue Ltd [2001] 2 NZLR 492 (HC) at [22]. The Land Tribunal denied it on the basis that Campbell Ltd was the sole occupier. A bridal clothing shop at 53-61 St George’s Road was compulsorily purchased by the Glasgow Corporation. It was maintained before this House that the conclusion of the Lord Justice-Clerk was erroneous. A suffered injuries through exposure to asbestos dust and wanted to sue. Woolfson v Strathclyde Regional Council 1978 - the old test. HELP. Liabilities should therefore, be attached to the whole group as companies aim to reach a single economic goal. Mr Solomon Woolfson owned three units and another company, Solfred Holdings Ltd owned the other two. How do I set a reading intention. Kleinwort Benson Ltd v. Malaysia Mining Corporation Bhd [1989] 1 WLR 379, CA. Applied – Woolfson v Strathclyde Regional Council HL 15-Feb-1978 The House considered the compensation payable on the compulsory purchase of land occupied by the appellant, but held under a company name. It is also described as ‘piercing’, ‘lifting’, ‘penetrating’, ‘peeping’ or ‘parting’ the veil of incorporation. In a Scottish case after SOGA was passed, Archivent Sales & Development Ltd. v Strathclyde Regional Council 1985 S.L.T. On the King's behalf, the Lord Chancellor developed a parallel justice system in the Court of Chancery, commonly referred as equity. 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