The Case Of Salomon V. Salomon & Co Ltd

This case was brought forth by Schwab on January 7, 2013 and there has been no ruling issued in

The appellant company (Youyang) was trustee of a discretionary trust formed in 1974 for the Hayward family. Minter Ellison Morris Fletcher’s (Minters) had been acting for EC Consolidated Capital Limited (ECCCL) since July 1991, all work in connection with the drafting of the documents relating to the subscription for preference shares in ECCCL was dealt with by Minters. As part of the subscription agreement Youyang deposited $500,000 in Minters trust account. Minters was entitled to release a section of the fund from the trust account to ECCCL for the purchase of a bearer deposit certificate to be issued by Dresdner International Financial Markets (Australia) Ltd (DAL), which could then be traded on the money market. When the certificate was obtained Minters then had the right to release the remainder of the funds to ECCCL based on the subscription agreement.

This essay will explain the concepts of separate personality and limited liability and their significance in company law. The principle of separate personality is defined in the Companies Act 2006(CA) ; “subscribers to the memorandum, together with such other persons as may from time to time become members of the company are a body corporate by the name contained in memorandum.” This essentially means that a company is a separate legal personality to its members and therefore can itself be sued and enter into contracts. This theory was birthed into company law through the case of Salomon v Salomon and Co LTD 1872. This case involved a company entering liquidation and the unsecured creditors not being able to claim assets to compensate them. The issue in this case was whether Mr Salomon owed the money or the company did. In the end, the House of Lords held that the company was not an agent of Mr Salomon and so the debts were that of the company thus creating the “corporate Veil” .

Case Comment: John Michael Malins v Solicitors Regulation Authority [2017] EWHC 835 (Admin) 2017 WL 01339062

In this case, Success Assets Pty Ltd (Success) borrowed money from Statewest Credit Society Ltd (Statewest) to purchase land, and the land was mortgaged as security. The plaintiff entered into a guarantee in favour of Statewest which secured the loan and all future loans from Statewest to Success. Success used money borrowed from Home Building Society Ltd (Home) to pay the loan from Statewest. Statewest’s rights under the guarantee (which includes those relating to future loans) and Home’s rights under the were transferred to the defendant, Bank of Queensland (BOQ).

This paper describes the impact of the decision made in the case of Tesco Stores Ltd v Brent LBC on the law and its effects on the corporate world, and the comparison between the doctrine of vicarious liability that it outlines and the doctrine of identification that was used earlier to determine the liability of corporations in cooperate crime.

In the case Pastizzi Café Pty Ltd v. Hossain (No 4) NSWSC 808 (28 July 2011) there is a relatively straightforward conflict involving five principals (three individuals and two corporate entities) in which a number of legal issues come to the fore. Briefly, the events in question occur over the span of nearly five years and involve a partnership between Deborah Ross, Leonard Ross and Miraj Hossain to own and manage Pastizzi Café Pty Ltd. Though the case is straightforward, the events are somewhat convoluted--in sum, Ms Ross is guarantor of the start-up costs and in April 2007, Ms Ross and Mr. Hossain receive $1 share in the new company, Mr. Ross, for other legal reasons, does not receive a share (Pastizzi Café v Hossain, 3,4). Eventually, Mr. Hossain and his company, Talukder Enterprises Pty Ltd make the claim that Mr. and Ms Ross are making all management decisions, but that this is illegal since he argues that Mr. Ross is not a partner, shareholder or director. Mr. and Ms. Ross vehemently disagree. (Pastizzi Café v Hossain, 4, 5). Further, Mr. and Ms Ross argue that Mr. Hossain agreed in a meeting on 12 November 2010 to sell his third of the partnership, and there arose a question as to the value of the business. (Pastizzi Café v Hossain, 5). On February 7, 2011, Mr. Hossain locks both Mr. and Ms. Ross out of the restaurant and establishes his own business on the property. Both sides seek damages.

Salomon v Salomon and Co. Ltd (1897) AC 22 - when Aron Salomon sold his business to Salomon and Co. Ltd. Company, where he was still the major shareholder and some of his family was also a member. He also received a debenture as part of the payment for a secured term. But when the company has gone into liquidation during the 1890’s some argued that his

Furthermore, the principle of separate legal entity provides an ideal vehicle of fraud . “$2 Company” is an example. The company was formed as limited company that undercapitalised. Shareholders and directors are not liable for the large debts that the company incurred when the company couldn’t repay

Records falsification was not the only illegal activity the Rigas family was wrapped up in. The family used company funds, unbeknownst to their investors, to finance personal endevours and interests. Examples include using corporate money to build a $12.8 million golf course on the Rigas property, using the company plane for personal vacation trips including a safari to Africa, and funding for two Manhattan apartments for his family (Markon, 2014). Not only this, but John Rigas purportedly used the company jet to fly a Christmas tree two times to his daughter in New York (Barlaup, 2009)! All of these incidents are just brief excerpts of the fraud and misuse of company funds that John Rigas and his family committed without any intention of ever paying back into the company. These actions, namely lying and stealing, prove to be the heart of the two moral issues that will be further analyzed.

The leading cases, CIR v Mitsubishi Motors Ltd [1995] and Commissioner of Taxation v James Flood Pty Ltd [1953] that reflect a taxpayer

The concept of a company being a separate legal entity is the most striking illustration in separating the company from its owners. A paramount principle of corporate law is that no shareholder or member of a company is made liable for the obligations incurred by such incorporations A company is different from its members in the eyes of law. In continuations to this the opposite also holds true in the sense that neither can the company be held liable for the acts of its members. It is a fundamental distinction that a company is distinct from its members.

There is no clear framework of the rules that would cover the contingencies of a ruling to pierce the corporate veil Idoport Pty Ltd v National Australia Bank Ltd. The corporate Veil usually protects owners and shareholders from being held liable for corporate duties. Yet again a decision made by the court to lift that veil and would place the liability on shareholders, owners, administrators, executives and officers of the company without ownership interest. The purpose of this essay is to conduct an analysis on the concept of lifting the corporate veil and to review the different views on its fairness and equitability to present a better understanding of the notion, the methods used was throughout researching the numerous scholars views on the subject, case law and statutes examples, and the evidence provided by the empirical study of Ramsay & Noakes. When we discuss the lifting the corporate veil the first case that pops out is the case of Salomon V A. Salomon & Co Ltd, since the decisions of applying the corporate veil were first formed as a consequence of this case. The idea covers all of company law and distinguishes that a company is a separate legal entity from its members and directors. Furthermore, spencer (2012); have indicated that one of the core principles that followed the decision in Salomon v Salomon was the wide acceptance one man company’s. However In order to form a

If parties enter into a contract that is reflective or derives from a mistake, under common law the contract may be void or voidable. The basis of this decision depends on the type of mistake. Shogun Finance Ltd v Hudson presented a unilateral mistake, in which only one party is mistaken, and in this case, a mistake as to the identity. The difficulty lies when judges must decide whether a contract is void or voidable, which will only protect one of the two arguably innocent parties, the original property owner or the bona fide purchaser. However, the approaches previously taken by the Courts have led to a lack of certainty and coherence in the interests of commercial transactions, and so the Shogun case presented an opportunity for clarification. I am going to raise the argument that the law of mistake is in need of a reform, by following Lord Millett’s proposal to no longer follow the cases Cundy v Lindsay and Ingram v Little. The reasoning within this argument will establish that the cases are inconsistent, lack support for third parties and fail to establish the authority of creditworthiness over identity in commercial contracts. Alternatively, the cases Phillips v Brooks and Lewis v Averay should be used to create a clear established line of case law which can be seen as a fair and practical approach towards mistake and protecting the bona fide purchaser.

This doctrine has been seen as a “two- edged sword,” reason being that at a general level while it was seen as a good decision in that by establishing that corporations are separate legal entities, Salomon 's case endowed the company with the entire requisite attributes with which to become the powerhouse of capitalism. At a particular level, however, it was a bad decision. By extending the benefits of incorporation to small private enterprises, Salomon 's case has promoted fraud and the evasion of legal obligations.