This website uses cookies to improve your experience while you navigate through the website. Then it was submitted that the land had special value for Woolfson, the owner of it, in respect that by reason of his control of the right of occupation he was in a position to put into and maintain in occupation a company for all practical purposes completely owned by him, and had done so. Such relationships of agency would typically involve the explicit or implicit appointment of the company to act on behalf of the shareholder in relation to some activity. VTB Capital plc v Nutritek International Corp [2013] UKSC 5. 2. Statements. 57 and 59/61 St Georges Road were owned by the first-named appellant Solomon Woolfson (Woolfson) and Nos. (H.L.) Introduction Woolfson v Strathclyde Regional Council Any direct loss consequent on disturbance would fall upon Campbell, not Woolfson. In Gilford Motor Co. Ltd. V. Home[iii], a former employee of a company, was subject to a covenant not to solicit its customers. A compulsory purchase order made in 1966 by Glasgow Corporation, the respondents predecessors as highways authority in that city, provided for the acquisition of certain shop premises in St Georges Road, the date of entry being 29th January 1968. However, in Woolfson v.Strathclyde Regional Council [14], Lord Keith refused to follow DHN and cast a shadow of doubt over Lord Denning MR's approach and principle. 877, considered. 0 references. Lord Keith upheld the decision of the Scottish Court of Appeal, refusing to follow and doubting DHN v Tower Hamlets BC. 961; [1996] CLC 990; (1996), 160 J.P. Rep. 1130; 146 New L.J. ), refd to. Piercing of corporate veil is a legal method of trying to go behind this veil. Cookie policy. The business in the shop was run by a company called Campbell Ltd. 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. Find something interesting to watch in seconds. Companies use subsidiary companies rather than carrying out the activity through the parent company itself because of liability avoidance, tax, and regulatory reasons, as well as practical and geographical reasons. Woolfson v Strathclyde Regional Council. A bridal clothing shop at 53-61 St George's Road was compulsorily purchased by the Glasgow Corporation. They had twenty and ten shares respectively in Solfred Ltd. Mr Woolfson and Solfred Ltd claimed compensation together for loss of business after the compulsory purchase, arguing that this situation was analogous to the case of DHN v Tower Hamlets LBC.[1]. Woolfson was distinguished from DHN Food Distributors by the Law Lords on the grounds that the company owning the property was only partially, rather than wholly, owned by the claimant company. Woolfson cannot be treated as beneficially entitled to the whole share-holding in Campbell, since it is not found that the one share in Campbell held by his wife is held as his nominee. 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. The leading case is Cape Industries. Only full case reports are accepted in court. Some of our partners may process your data as a part of their legitimate business interest without asking for consent. 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. Menu VTB Capital plc v Nutritek International Corp [2013] UKSC 5. He subsequently changed his mind and to avoid the specific performance against L and the company. Woolfson v Strathclyde Regional Council: HL 15 Feb 1978 - swarb.co.uk 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. The position there was that compensation for disturbance was claimed by a group of three limited companies associated in a wholesale grocery business. And one of them is to subscribe to our newsletter. Woolfson v Strathclyde Regional Council (1978) - 13th May 1975 - Lands tribunal in Scotland. 3 Woolfson v. Strathclyde Regional Council [1978] SLT 159, confirmed by the Court of Appeal in Adams v. Cape Industries Plc [1990] 2 WLR 657. It was disregarded as being a heresy that had to be erased. His interest in the loss is at best an indirect one, no different in kind from that of his wife, whose interest as a shareholder, though a minor one, cannot be completely ignored, or that of creditors of Campbell. Baron Gabriel van der Elst v LPA International Inc . It carried on no activities whatever. 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. Petrodel Resources Ltd (PRL), which was incorporated in the Isle of Man, was the legal owner of the matrimonial home and five other residential properties in the United Kingdom. LORD RUSSELL OF KILLOWEN.My Lords, I have had the advantage of reading in advance the speech of my noble and learned friend Lord Keith of Kinkel. 17 Adams v Cape Industries plc [1990] Ch 433 at 543 which has been cited with I was referred to Gilford Motor Co. Ltd v Horne [1933] Ch.935, Jones v Lipman [1962] 1 WLR 832, Woolfson v Strathclyde Regional Council [1978] SLT 159, Re a Company [1985] BCLC 333, Adams v Cape Industries plc [1990] 1 Ch. 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. edit. (Piercing the veil for attempting to evade a legal obligation); In re Darby, Brougham, [1911] 1 KB. (158) Ibid 564. 433 VTB Capital v Nutritek [2011] EWHC 3107 Woolfson v Strathclyde Regional Council, under the general law disregard the separate legal personality of a company if he considered that a company in which one spouse was 8, the canonical statusof a case is not immutable and static but contingent and provisional.547136 Woolfson v. Strathclyde Regional Council, (1998) 43 NSWLR 554, 557 (Sheller JA). R v Singh [2015] EWCA Crim 173. A bridal clothing shop at 53-61 St George's Road was compulsorily purchased by the Glasgow Corporation. 95 (Eng.) woolfson v strathclyde regional council case summary About; Sponsors; Contacts For the reasons stated in it, I also would dismiss this appeal. 852, that the court should set aside the legalistic view that Woolfson, Solfred and Campbell were each a separate legalpersona, and concentrate attention upon the realities of the situation, to the effect of finding that Woolfson was the occupier as well as the owner of the whole premises. But however that may be, I consider the D.H.N. Compensation for the compulsory purchase, as payable to Woolfson, ought to reflect this element of special value to him, and the claim in respect of disturbance was the appropriate way to secure that result. The activities of subsidiary companies are an integral part of the activities of the group of companies to which they belong. Subscribers are able to see the list of results connected to your document through the topics and citations Vincent found. . Counsel: James R. Kitsul, for the appellant; Sarah Macdonald, for the respondent. We and our partners use cookies to Store and/or access information on a device. Lord Keith's judgment dealt with DHN as follows. They had twenty and ten shares respectively in Solfred Ltd. Mr Woolfson and Solfred Ltd claimed compensation together for loss of business after the compulsory purchase, arguing that this situation was analogous to the case of DHN v Tower Hamlets LBC. Cape Industries plc., and on an observation by Lord Keith in the House of Lords decision in Woolfson v. Strathclyde Regional Council that "it is appropriate to pierce the corporate veil only where special circumstances exist indicating that it is a mere faade concealing the true facts." A significant fallout of the decision in Hashem v. I agree with it and with his conclusion that this appeal be dismissed. (H.L.) But the shop itself, though all on one floor, was composed of different units of property. swarb.co.uk is published by David Swarbrick of 10 Halifax Road, Brighouse, West Yorkshire, HD6 2AG. Localish Restaurant Locations, Subscribers are able to see a list of all the cited cases and legislation of a document. 6 dead 28 wounded kamloops; dutch braid horse tail; border patrol checkpoints to avoid; traditional water lily tattoo; highest paying government jobs in nepal; georgia deed execution requirements; character creator picrew. Sonic Breakfast Burrito Review, Language Label Description Also known as; English: Woolfson v Strathclyde Regional Council. I agree with it and with his conclusion that this appeal be dismissed. Subscribers are able to see a list of all the documents that have cited the case. WOOLFSON v. REGIONAL COUNCIL Compulsory purchase Compensation Compensation for disturbance "Occupier" of acquired premises Occupier a trading In this case, the owner of the property was also the majority shareholder in the occupier and it was held that the facts of this case do not fall within the faade exception; but it provides no guidance which needs to determine. Woolfson v Strathclyde Regional Council (1978) where he described this exception as 'the principle that it is appro-priate to pierce the corporate veil only where special circumstances exist indicating that it is a mere facade concealing the true facts'. 33 (4) [para. 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. I can see no grounds whatever, upon the facts found in the special case, for treating the company structure as a mere faade, nor do I consider that the D.H.N. Further, the decisions of this House in Caddies v Harold Holdsworth & Co (Wake-field) Ltd 1955 S.C. and the premises were its only asset. We do not provide advice. 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. 53/55 St. George's Road. 5 Woolfson v Strathclyde Regional Council [1978] SC (HL) 90. Subscribers can access the reported version of this case. 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. country. Mr Woolfson had 999 shares in Campbell Ltd and his wife the other. 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. 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. This line of argument was unsupported by authority and in my opinion it also lacks any foundation of principle. 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. Advanced A.I. Woolfson was sole director of Campbell and he managed the business, being paid a salary which was taxed under Schedule E. His wife also worked for Campbell and provided valuable expertise. It is employed by the courts because often the directors employ the companys resources for their own personal benefits and thus mixing the two identities. Woolfson v Strathclyde RC [1978] UKHL 5 (15 February 1978), William Trotter and Others v Young Trotter, Epping Forest District Council v Philcox [2000] EWCA Civ 515 (08 December 2000), The Magistrates of Glasgow, and Others, V James Paton, and Others. reasons for lifting the veil of incorporation circumstances when the veil is lifted are haphazard and difficult to categorize. Commentators also note that the DHN case is self-contradictory. There are several cases which at first glance appear to be cases that ignore the separate legal personality of the companies by focusing on the nationality of the shareholders rather than of the company. technology developed exclusively by vLex editorially enriches legal information to make it accessible, with instant translation into 14 languages for enhanced discoverability and comparative research. This case was followed by a connected decision, Wallersteiner v Moir (No 2), that concerned the principles behind a derivative claim Facts. There can be no doubt, and it is not now disputed by the appellants, that Campbell was throughout the occupier of the shop premises and that the business carried on there was that of Campbell. (156) Ibid 561. Woolfson v. Strathclyde Regional Council, [1978] S.C. 90 (H.L. 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. But the shop itself, though all on one floor . In the case of D.H.N. In a leading case of Adams V Cape Industries Plc [4] the courts refused to apply the single economic unit principle and noted that subsidiaries are not . 59/61 St. George's Road were credited to Woolfson in Campbell's books. Note that since this case was based in Scotland, different law applied. 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. Michael Prest (husband) and Yasmin Prest (wife) were married for 15 years and had four children before the wife petitioned for divorce in March 2008. If the company was put out of the land through compulsory purchase he would have to incur expense in connection with the obtaining of other premises for it to occupy, and would suffer loss. Food Distributors case (supra) is, on a proper analysis, of assistance to the appellants' argument. Woolfson cannot be treated as beneficially entitled to the whole share-holding in Campbell, since it is not found that the one share in Campbell held by his wife is held as his nominee. These premises were owned by Bronze, which had originally been the wholly owned subsidiary of a bank which had advanced money for the purchase of the premises, but which had later become the wholly owned subsidiary of D.H.N. Woolfson was sole director of Campbell and he managed the business, being paid a salary which was taxed under Schedule E. His wife also worked for Campbell and provided valuable expertise. 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. 159 HOUSE OF LORDS (Lord Wilberforce, Lord Fraser of Tullybelton, Lord Russell of Killowen and Lord Keith of Kinkel) 15 February 1978 29. court. We and our partners use data for Personalised ads and content, ad and content measurement, audience insights and product development. Therefore, English courts have shown a strong determination not to embark on any development of a group enterprise law. Note that since this case was based in Scotland, different law applied. Wikiwand is the world's leading Wikipedia reader for web and mobile. 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. A suffered injuries through exposure to asbestos dust and wanted to sue. 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. Upon Report from the Appellate Committee, to whom was referred the Cause Woolfson and others against Strathclyde Regional Council (as Successors to The Corporation of the City of Glasgow), That the Committee had heard Counsel, as well on Monday the 16th as on Tuesday the 17th, days of January last, upon the Petition and Appeal of (one) Solomon Woolfson, 30 Restan Road, Newlands, Glasgow and (two) Solfred Holdings Limited, a Company incorporated under the Companies Acts and having their Registered Office at 18/28 Woodlands Road, Glasgow, praying, That the matter of the Interlocutor set forth in the Schedule thereto, namely, an Interlocutor of the Lords of Session in Scotland, of the Second Division, of the 3rd of December 1976, might be reviewed before Her Majesty the Queen, in Her Court of Parliament, and that the said Interlocutor might be reversed, varied or altered, or that the Petitioners might have such other relief in the premises as to Her Majesty the Queen in Her Court of Parliament, might seem meet; as also upon the case of Strathclyde Regional Council (as Successors to the Corporation of the City of Glasgow), lodged in answer to the said Appeal; and due consideration had this day of what was offered on either side in this Cause: It is Ordered and Adjudged, by the Lords Spiritual and Temporal in the Court of Parliament of Her Majesty the Queen assembled, That the said Interlocutor of the 3rd day of December 1976, complained of in the said Appeal, be, and the same is hereby, Affirmed, and that the said Petition and Appeal be, and the same is hereby, dismissed this House: And it is further Ordered, That the Appellants do pay, or cause to be paid, to the said Respondents the Costs incurred by them in respect of the said Appeal, the amount thereof to be certified by the Clerk of the Parliaments: And it is also further Ordered, That unless the Costs, certified as aforesaid, shall be paid to the party entitled to the same within one calendar month from the date of the Certificate thereof, the Cause shall be, and the same is hereby, remitted back to the Court of Session in Scotland, or to the Judge acting as Vacation Judge, to issue such Summary Process or Diligence for the recovery of such Costs as shall be lawful and necessary. 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