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21 Cards in this Set
- Front
- Back
A company has a seperate legal personality? |
Salomon v Salomon |
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Once registered, company is a "body corporate" |
s16 Companies Act 2006 |
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Company can be a member of another company |
Gramaphone and Typewriter |
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Legal consequences of a company's seperate legal personality? |
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A company has limited liability |
Saloman v. Saloman |
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A company is a seperate entitity for the purpose of contracts |
Lee v. Lee's Air Farming |
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Company can own property. Member's can have indirect interest and remain limited liability |
Philipou |
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A company sues in its own name |
Brekland |
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Controlling member not legally present in jurisdiction because company is there |
Adams v. Cape |
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Focus for discussing limits of piercing the veil? |
- how far can companies be used to limit liability? - focus on "one man" companies - two recent SC cases have done less to settle/clarify the law |
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Two broad categories of piercing veil? |
- By statute - By court |
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Piercing by statute? |
Can override seperate legal personality for policy objectives Dimbleby - court won't do it unless express provision e.g. Petrodel - Matrimonial Causes Act 1973 - no express permission |
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An statutory example of piercing the veil |
s251 Companies Act 2006 Shadow directors Deverell - but not just for professional advice |
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Two types of piercing veil by courts |
- General legal ground - Special doctrine |
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Examples of piercing court by general legal ground |
Courts unwilling to diverge from Saloman without proper legal basis, but:
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Case for agency and piercing |
Adams v. Cape Industries - specific intention to create agency relationship |
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Case for trusteeship and piercing |
Trebanog - must be intention in overall circumstances Petrodel - although based on evidential presumptions |
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Case for tort liability and piercing |
Rainham - general principle is directors are not jointly liable MCA - but members can be liable if they go beyond acting as a director |
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Cases for group tort liability and piercing |
Chandler - asbestos case - where duty can be owed based on overall control |
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A. Introduction to piercing by special doctrine |
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B. Case law before 2013 |
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