383:
incorporated, although the requirements of the Act of 1862 may have been complied with, it is inaccurate and misleading: if it merely means that there is a predominant partner possessing an overwhelming influence and entitled practically to the whole of the profits, there is nothing in that that I can see contrary to the true intention of the Act of 1862, or against public policy, or detrimental to the interests of creditors. If the shares are fully paid up, it cannot matter whether they are in the hands of one or many. If the shares are not fully paid, it is as easy to gauge the solvency of an individual as to estimate the financial ability of a crowd. One argument was addressed to your
Lordships which ought perhaps to be noticed, although it was not the ground of decision in either of the Courts below. It was argued that the agreement for the transfer of the business to the company ought to be set aside, because there was no independent board of directors, and the property was transferred at an overvalue. There are, it seems to me, two answers to that argument. In the first place, the directors did just what they were authorized to do by the memorandum of association. There was no fraud or misrepresentation, and there was nobody deceived. In the second place, the company have put it out of their power to restore the property which was transferred to them. It was said that the assets were sold by an order made in the presence of Mr. Salomon, though not with his consent, which declared that the sale was to be without prejudice to the rights claimed by the company by their counter-claim. I cannot see what difference that makes. The reservation in the order seems to me to be simply nugatory.
358:
on its birth. There is no period of minority – no interval of incapacity. I cannot understand how a body corporate thus made "capable" by statute can lose its individuality by issuing the bulk of its capital to one person, whether he be a subscriber to the memorandum or not. The company is at law a different person altogether from the subscribers to the memorandum; and, though it may be that after incorporation the business is precisely the same as it was before, and the same persons are managers, and the same hands receive the profits, the company is not in law the agent of the subscribers or trustee for them. Nor are the subscribers as members liable, in any shape or form, except to the extent and in the manner provided by the Act. That is, I think, the declared intention of the enactment. If the view of the learned judge were sound, it would follow that no common law partnership could register as a company limited by shares without remaining subject to unlimited liability ...
253:
to indemnify the company in this case is, in my view, the legal consequence of the formation of the company in order to attain a result not permitted by law. The liability does not arise simply from the fact that he holds nearly all the shares in the company. A man may do that and yet be under no such liability as Mr. Aron
Salomon has come under. His liability rests on the purpose for which he formed the company, on the way he formed it, and on the use which he made of it. There are many small companies which will be quite unaffected by this decision. But there may possibly be some which, like this, are mere devices to enable a man to carry on trade with limited liability, to incur debts in the name of a registered company, and to sweep off the company's assets by means of debentures which he has caused to be issued to himself in order to defeat the claims of those who have been incautious enough to trade with the company without perceiving the trap which he has laid for them.
237:
corporation, but a corporation created for an illegitimate purpose. Moreover, there having always been seven members, although six of them hold only one £1 share each, Mr Aron
Salomon cannot be reached under s. 48, to which I have already alluded. As the company must be recognised as a corporation, I feel a difficulty in saying that the company did not carry on business as a principal, and that the debts and liabilities contracted in its name are not enforceable against it in its corporate capacity. But it does not follow that the order made by Vaughan Williams J. is wrong. A person may carry on business as a principal and incur debts and liabilities as such, and yet be entitled to be indemnified against those debts and liabilities by the person for whose benefit he carries on the business. The company in this case has been regarded by Vaughan Williams J. as the agent of Aron Salomon. I should rather liken the company to a
257:
looking at the register; and until a person is a creditor he has no right of inspection. As a matter of fact, persons do not ask to see mortgage registers before they deal with limited companies; and this is perfectly well known to every one acquainted with the actual working of the
Companies Acts and the habits of business men. Mr. Aron Salomon and his advisers, who were evidently very shrewd people, were fully alive to this circumstance. If the legislature thinks it right to extend the principle of limited liability to sole traders it will no doubt do so, with such safeguards, if any, as it may think necessary. But until the law is changed such attempts as these ought to be defeated whenever they are brought to light They do infinite mischief; they bring into disrepute one of the most useful statutes of modern times, by perverting its legitimate use, and by making it an instrument for cheating honest creditors.
315:
case it is the members of one family that represent all the shares; but if the supposed intention is not limited to so narrow a proposition as this, that the seven shareholders must not be members of one family, to what extent may influence or authority or intentional purchase of a majority among the shareholders be carried so as to bring it within the supposed prohibition? It is, of course, easy to say that it was contrary to the intention of the
Legislature – a proposition which, by reason of its generality, it is difficult to bring to the test; but when one seeks to put as an affirmative proposition what the thing is which the Legislature has prohibited, there is, as it appears to me, an insuperable difficulty in the way of those who seek to insert by construction such a prohibition into the statute.
361:... Among the principal reasons which induce persons to form private companies, as is stated very clearly by Mr. Palmer in his treatise on the subject, are the desire to avoid the risk of bankruptcy, and the increased facility afforded for borrowing money. By means of a private company, as Mr. Palmer observes, a trade can be carried on with limited liability, and without exposing the persons interested in it in the event of failure to the harsh provisions of the bankruptcy law. A company, too, can raise money on debentures, which an ordinary trader cannot do. Any member of a company, acting in good faith, is as much entitled to take and hold the company's debentures as any outside creditor. Every creditor is entitled to get and to hold the best security the law allows him to take.
1156:
may be engaged by the acts or business of an associated company. Examples are the provisions of the
Companies Acts governing group accounts or the rules governing infringements of competition law by "firms", which may include groups of companies conducting the relevant business as an economic unit. Equitable remedies, such as an injunction or specific performance may be available to compel the controller whose personal legal responsibility is engaged to exercise his control in a particular way. But when we speak of piercing the corporate veil, we are not (or should not be) speaking of any of these situations, but only of those cases which are true exceptions to the rule in
1151:"I should first of all draw attention to the limited sense in which this issue arises at all. "Piercing the corporate veil" is an expression rather indiscriminately used to describe a number of different things. Properly speaking, it means disregarding the separate personality of the company. There is a range of situations in which the law attributes the acts or property of a company to those who control it, without disregarding its separate legal personality. The controller may be personally liable, generally in addition to the company, for something that he has done as its
274:
327:
31:
167:, on behalf of the company, counter-claimed wanting the amounts paid to Salomon paid back, and his debentures cancelled. He argued that Salomon had breached his fiduciary duty to the new company he was promoting by selling his business for an excessive price. He also argued that the whole formation of the company in this way was intended as a fraud against its potential unsecured creditors in the future.
155:£1,055 company assets remaining, of which Salomon claimed under the retained debentures he retained. If Salomon's claim was successful this would leave nothing for the unsecured creditors. When the company failed, the company's liquidator contended that the floating charge should not be honoured, and Salomon should be made responsible for the company's debts. Salomon sued.
370:
they had long dealt with Mr. Salomon, and he had always paid his way; but they had full notice that they were no longer dealing with an individual, and they must be taken to have been cognisant of the memorandum and of the articles of association. For such a catastrophe as has occurred in this case some would blame the law that allows the creation of a
147:
subscribers and the two elder sons became directors. Mr. Salomon took 20,001 of the company's 20,007 shares which was payment from A Salomon & Co
Limited for his old business (each share was valued at £1). Transfer of the business took place on 1 June 1892. The company also issued to Mr. Salomon £10,000 in
154:
Soon after Mr. Salomon incorporated his business there was a decline in boot sales. The company failed, defaulting on its interest payments on its debentures (half held by
Broderip). Broderip sued to enforce his security. The company was put into liquidation. Broderip was repaid his £5,000. This left
1155:
or as a joint actor. Property legally vested in a company may belong beneficially to the controller, if the arrangements in relation to the property are such as to make the company its controller's nominee or trustee for that purpose. For specific statutory purposes, a company's legal responsibility
378:
of a trading company ought to have a preferential claim on the assets in liquidation in respect of debts incurred within a certain limited time before the winding-up. But that is not the law at present. Everybody knows that when there is a winding-up debenture-holders generally step in and sweep off
369:
that belonged to him seems to me strong evidence of his good faith and of his confidence in the company. The unsecured creditors of A. Salomon and
Company, Limited, may be entitled to sympathy, but they have only themselves to blame for their misfortunes. They trusted the company, I suppose, because
322:
noted the potentially "far reaching" implications of the Court of Appeal's logic and that in recent years many companies had been set up in which one or more of the seven shareholders were "disinterested persons" who did not wield any influence over the management of the company. Anyone dealing with
314:
It is obvious to inquire where is that intention of the
Legislature manifested in the statute. Even if we were at liberty to insert words to manifest that intention, I should have great difficulty in ascertaining what the exact intention thus imputed to the Legislature is, or was. In this particular
303:
Either the limited company was a legal entity or it was not. If it was, the business belonged to it and not to Mr. Salomon, who is often referred to as Salomon. If it was not, there was no person and no thing to be an agent at all; and it is impossible to say at the same time that there is a company
290:
The House of Lords unanimously overturned this decision, rejecting the arguments of agency. They held that there was nothing in the Act about whether the subscribers (i.e., the shareholders) should be independent of the majority shareholder. The company was duly constituted in law and it was not the
252:
they would say Aron Salomon's, and they would be right, if they meant that the beneficial interest in the business was his. I do not go so far as to say that the creditors of the company could sue him. In my opinion, they can only reach him through the company. Moreover, Mr. Aron Salomon's liability
357:
When the memorandum is duly signed and registered, though there be only seven shares taken, the subscribers are a body corporate "capable forthwith", to use the words of the enactment, "of exercising all the functions of an incorporated company". Those are strong words. The company attains maturity
241:
for him - a trustee improperly brought into existence by him to enable him to do what the statute prohibits. It is manifest that the other members of the company have practically no interest in it, and their names have merely been used by Mr. Aron Salomon to enable him to form a company, and to use
364:
If, however, the declaration of the Court of Appeal means that Mr. Salomon acted fraudulently or dishonestly, I must say I can find nothing in the evidence to support such an imputation. The purpose for which Mr. Salomon and the other subscribers to the memorandum were associated was "lawful". The
626:
said "the court is not free to disregard the principle of Salomon v A Salomon & Co Ltd AC 22 merely because it considers that justice so requires. Our law, for better or worse, recognises the creation of subsidiary companies, which though in one sense the creatures of their parent companies,
190:
that Mr Broderip's claim was valid. It was undisputed that the 200 shares were fully paid up. He said the company had a right of indemnity against Mr Salomon. He said the signatories of the memorandum of incorporation were mere "dummies" and that the company was really just Mr Salomon in another
256:
It is idle to say that persons dealing with companies are protected by s. 43 of the Companies Act, 1862, which requires mortgages of limited companies to be registered, and entitles creditors to inspect the register. It is only when a creditor begins to fear he may not be paid that he thinks of
310:
on the other hand, affirms that there were seven members of the company; but he says it is manifest that six of them were members simply in order to enable the seventh himself to carry on business with limited liability. The object of the whole arrangement is to do the very thing which the
146:
Mr. Aron Salomon made leather boots or shoes as a sole proprietor. His sons wanted to become business partners, so he turned the business into a limited liability company. This company purchased Salomon's business at an excessive price for its value. His wife and five elder children became
382:
It has become the fashion to call companies of this class "one man companies". That is a taking nickname, but it does not help one much in the way of argument. If it is intended to convey the meaning that a company which is under the absolute control of one person is not a company legally
236:
the Court could set aside the certificate of incorporation is a question which has never been considered, and on which I express no opinion, but, be that as it may, in such an action as this the validity of the certificate cannot be impeached. The company must, therefore, be regarded as a
709:
modified the provision to state that a floating charge include any charge which was created as a floating charge (i.e. irrespective of subsequent crystallisation) that priority of the preferred creditors was promoted ahead of the floating chargeholders.
200:
704:
would take priority over the claims of a secured creditor under a floating charge. However, the effectiveness of that Act was limited by the fact that a floating charge crystallises into a fixed charge prior to enforcement, and so it was not until the
264:
Lopes LJ and Kay LJ variously described the company as a myth and a fiction and said that the incorporation of the business by Mr Salomon had been a mere scheme to enable him to carry on as before but with his personal liability for debt limited.
295:
stated that the statute "enacts nothing as to the extent or degree of interest which may be held by each of the seven or as to the proportion of interest or influence possessed by one or the majority over the others." His judgment continued.
653:, such as where crime or fraud has been committed. There is therefore much debate as to whether the same decision would be reached if the same facts were considered in the modern legal environment, given the House of Lords' decisions in
191:
form, an alias or at least, his agent. Therefore, it was entitled to indemnity from the principal. The liquidator amended the counter claim, and an award was made for indemnity. The agency argument was accepted.
648:
In the decades since Salomon's case, various exceptional circumstances have been delineated, both by legislatures and the judiciary, in England and elsewhere (including Ireland) when courts can legitimately
340:
asked what was wrong with Mr. Salomon taking advantage of the provisions set out in the statute, as he was perfectly legitimately entitled to do. It was not the function of judges to read limitations into a
868:
1221:
was decided by this House on 16 November 1896. WIth remarkable promptness Parliament responded by enacting sections 2 and 3 of the Preference Payments in Bankrtupcy Amendment Act 1897".
681:
distinguished between cases of truly "piercing the corporate veil" and situations where it was held that the company was essentially an agent for a wrongdoer or held property on trust.
214:
a limited liability company, which Parliament had intended only to confer on "independent not counterfeit shareholders, who had a mind and will of their own and were not mere puppets".
627:
will nevertheless under the general law fall to be treated as separate legal entities with all the rights and liabilities which would normally attach to separate legal entities." In
430:
1264:
1120:
697:
470:
1160:, i.e. where a person who owns and controls a company is said in certain circumstances to be identified with it in law by virtue of that ownership and control." (at paragraph 16)
374:. But a floating charge is too convenient a form of security to be lightly abolished. I have long thought, and I believe some of your Lordships also think, that the ordinary
323:
such a company was aware of its nature as such, and could by consulting the register of shareholders become aware of the breakdown of share ownership among the shareholders.
518:
667:
413:
638:
292:
978:
300:
I have no right to add to the requirements of the statute, nor to take from the requirements thus enacted. The sole guide must be the statute itself ...
1214:
482:
739:
600:
Salomon's case still represents the orthodox view of separate legal personality under English law, although a number of exceptions have since evolved. In
688:
called the decision "calamitous" in his article published at 7 MLR 54. In that article, the author also called for the abolition of private companies.
1254:
613:
46:
210:
The Court of Appeal confirmed Vaughan Williams J's decision against Mr Salomon, though on the grounds that Mr Salomon had abused the privileges of
880:
319:
844:
782:
406:
337:
345:
on the basis of their own personal view that, if the laws of the land allowed such a thing, they were "in a most lamentable state", as
134:
case. The effect of the House of Lords' unanimous ruling was to uphold firmly the doctrine of corporate personality, as set out in the
605:
215:
203:
1046:
992:
732:
1035:
964:
673:
629:
399:
806:
671:
that require a purposive approach to interpreting legislation. In 2013 there was a systemic review of these authorities in
248:. In a strict legal sense the business may have to be regarded as the business of the company; but if any jury were asked,
1249:
936:
282:
1269:
794:
756:
222:) held that the company was a trustee for Mr Salomon and, as such, Salomon was bound to indemnify the company's debts.
138:, so that creditors of an insolvent company could not sue the company's shareholders for payment of outstanding debts.
1259:
650:
618:
725:
530:
112:
244:
1274:
1007:
506:
456:
273:
211:
1123:, s 2 of which made the floating charge subject to preferential creditors' claims. This is now found in the
894:
684:
Although Salomon's case is cited in court to this day, it has met with considerable criticism. For example,
353:, which had likewise been overturned by the House of Lords. The key parts of his judgement were as follows.
181:
35:
922:
1171:
701:
326:
700:
was passed into law as a response. The effect of that statute was to provide that certain classes of
1205:
856:
832:
661:
545:
151:. On the security of his debentures, Mr. Salomon received an advance of £5,000 from Edmund Broderip.
375:
1124:
950:
706:
242:
its name in order to screen himself from liability. This view of the case is quite consistent with
1003:
227:
186:
135:
30:
1176:
884:
678:
623:
590:
494:
291:
function of judges to read into the statute limitations they themselves considered expedient.
1185:
1040:
908:
685:
586:
277:
164:
371:
330:
219:
94:
576:
563:
954:
926:
898:
810:
1190:
1018:
940:
820:
346:
131:
1243:
1152:
1029:
655:
645:: "a clear and principled decision, which has stood unimpeached for over a century".
98:
1210:
1140:
634:
550:
535:
968:
912:
608:
described as "heretical" the suggestion that this principle should be ignored. In
232:
127:
982:
772:
64:
199:
717:
307:
391:
366:
148:
1039:
244 N.Y. 602, 155 N.E. 914 (1927) a leading case on separate personhood in
342:
238:
226:
The incorporation of the company cannot be disputed (see s. 18 of the
325:
272:
198:
286:
took a strict literalist approach to legislative interpretation.
721:
395:
260:
Mr. Aron Salomon's scheme is a device to defraud creditors.
616:
stated the principle was one of "supreme importance". In
365:
fact that Mr. Salomon raised £5,000 for the company on
206:
was the leading expert on partnerships and company law.
1121:
Preferential Payments in Bankruptcy Amendment Act 1897
698:
Preferential Payments in Bankruptcy Amendment Act 1897
105:
88:
77:
72:
60:
52:
42:
23:
651:disregard a company's separate legal personality
230:). Whether by any proceeding in the nature of a
696:Shortly after the decision was handed down the
668:Attorney General of Belize v Belize Telecom Ltd
355:
298:
224:
602:Williams & Humbert v W & H Trade Marks
1265:United Kingdom corporate personality case law
733:
407:
8:
432:Re Panama, NZ & Australian Royal Mail Co
349:had stated in an earlier case in point, In
740:
726:
718:
414:
400:
392:
29:
20:
1189:
1172:"Some Reflections on Company Law Reform"
458:Re Yorkshire Woolcombers Association Ltd
1058:
881:Woolfson v Strathclyde Regional Council
379:everything; and a great scandal it is.
483:Siebe Gorman & Co v Barclays Bank
311:Legislature intended not to be done.
7:
1119:Subsequently Parliament enacted the
471:Aluminium BV v Romalpa Aluminium Ltd
280:, a conservative peer and author of
979:VTB Capital plc v Nutritek Int Corp
845:Littlewoods Mail Order Stores v IRC
783:Macaura v Northern Assurance Co Ltd
1191:10.1111/j.1468-2230.1944.tb00969.x
14:
610:E.B.M. Co Limited v Dominion Bank
577:[2011] EWHC 1948 (Ch)
564:[2007] EWHC 1443 (Ch)
1170:Kahn-Freund, Otto (April 1944).
1158:Salomon v A Salomon & Co Ltd
769:Salomon v A Salomon & Co Ltd
560:Russell Cooke Trust Co v Elliott
445:Salomon v A Salomon & Co Ltd
123:Salomon v A Salomon & Co Ltd
24:Salomon v A Salomon & Co Ltd
1255:United Kingdom company case law
993:Lungowe v Vedanta Resources plc
519:Royal Trust Bank v NatWest Bank
1219:Saloman v Saloman & Co Ltd
1137:Prest v Petrodel Resources Ltd
1036:Berkey v. Third Avenue Railway
965:Prest v Petrodel Resources Ltd
674:Prest v Petrodel Resources Ltd
630:Prest v Petrodel Resources Ltd
1:
937:Trustor AB v Smallbone (No 2)
795:Gilford Motor Co Ltd v Horne
637:, 2 AC 415 at paragraph 66
245:In re George Newman & Co
16:UK landmark company law case
1047:Lee v Lee’s Air Farming Ltd
869:DHN Ltd v Tower Hamlets LBC
807:Lee v Lee's Air Farming Ltd
748:Corporate personality cases
619:Adams v Cape Industries plc
351:Re Baglan Hall Colliery Co.
184:ruled in the case entitled
1293:
1127:s 175, and see also s 176A
531:Re Brumark Investments Ltd
113:separate legal personality
1015:
1001:
989:
975:
961:
947:
933:
919:
905:
891:
877:
865:
853:
841:
829:
817:
803:
791:
779:
765:
757:Case of Sutton's Hospital
753:
665:and the Privy Council in
583:
570:
557:
542:
527:
515:
507:Re New Bullas Trading Ltd
503:
491:
479:
467:
453:
441:
427:
422:Cases on floating charges
180:At first instance, Judge
110:
93:
28:
1236:O Kahn Freund, 7 MLR 54
614:Lord Russell of Killowen
895:Ord v Belhaven Pubs Ltd
130:, AC 22 is a landmark
36:Whitechapel High Street
1213:at paragraph 132, per
1211:[2005] UKHL 41
1141:[2013] UKSC 34
923:Gencor ACP Ltd v Dalby
635:[2013] UKSC 34
551:[2005] UKHL 41
536:[2001] UKPC 28
385:
334:
317:
287:
262:
250:Whose business was it?
207:
329:
276:
202:
128:[1896] UKHL 1
1250:House of Lords cases
1206:Re Spectrum Plus Ltd
857:Wallersteiner v Moir
833:Tunstall v Steigmann
662:Re Spectrum Plus Ltd
612:3 All ER 555 at 564
573:Re Rayford Homes Ltd
546:Re Spectrum Plus Ltd
1270:1896 in British law
1125:Insolvency Act 1986
951:Chandler v Cape plc
707:Insolvency Act 1986
702:preferred creditors
436:(1870) 5 Ch App 318
1260:Lord Lindley cases
1083:2 Ch. 323, 337–340
1010:arts 1(2)(d) and 4
1004:Rome II Regulation
335:
304:and there is not.
288:
228:Companies Act 1862
208:
187:Broderip v Salomon
136:Companies Act 1862
101:and Lord Herschell
82:Broderip v Salomon
1177:Modern Law Review
1025:
1024:
597:
596:
591:UK insolvency law
495:Re Brightlife Ltd
486:2 Lloyd’s Rep 142
119:
118:
1282:
1275:1896 in case law
1222:
1202:
1196:
1195:
1193:
1167:
1161:
1149:
1143:
1134:
1128:
1117:
1111:
1108:
1102:
1099:
1093:
1090:
1084:
1081:
1075:
1072:
1066:
1063:
1041:US corporate law
909:Lubbe v Cape Plc
760:(1612) 77 ER 960
742:
735:
728:
719:
686:Otto Kahn-Freund
587:Floating charges
459:
433:
416:
409:
402:
393:
293:Lord Halsbury LC
278:Lord Halsbury LC
182:Vaughan Williams
56:16 November 1897
33:
21:
1292:
1291:
1285:
1284:
1283:
1281:
1280:
1279:
1240:
1239:
1230:
1225:
1203:
1199:
1169:
1168:
1164:
1150:
1146:
1135:
1131:
1118:
1114:
1109:
1105:
1100:
1096:
1091:
1087:
1082:
1078:
1073:
1069:
1064:
1060:
1056:
1026:
1021:
1011:
997:
985:
971:
957:
943:
929:
915:
901:
887:
873:
861:
849:
837:
825:
813:
799:
787:
775:
761:
749:
746:
716:
694:
604:AC 368 at 429B
598:
593:
579:
566:
553:
538:
523:
511:
499:
487:
475:
463:
457:
449:
437:
431:
423:
420:
390:
376:trade creditors
372:floating charge
338:Lord Macnaghten
331:Lord Macnaghten
283:Halsbury's Laws
271:
220:partnership law
197:
195:Court of Appeal
178:
173:
161:
144:
95:Lord Macnaghten
67:
38:
17:
12:
11:
5:
1290:
1289:
1286:
1278:
1277:
1272:
1267:
1262:
1257:
1252:
1242:
1241:
1238:
1237:
1234:
1229:
1226:
1224:
1223:
1197:
1184:(1–2): 54–66.
1162:
1144:
1129:
1112:
1103:
1094:
1085:
1076:
1067:
1057:
1055:
1052:
1051:
1050:
1043:
1032:
1023:
1022:
1019:UK company law
1016:
1013:
1012:
1002:
999:
998:
990:
987:
986:
976:
973:
972:
962:
959:
958:
948:
945:
944:
934:
931:
930:
927:EWHC 1560 (Ch)
920:
917:
916:
906:
903:
902:
892:
889:
888:
878:
875:
874:
866:
863:
862:
854:
851:
850:
842:
839:
838:
830:
827:
826:
821:Jones v Lipman
818:
815:
814:
804:
801:
800:
792:
789:
788:
780:
777:
776:
766:
763:
762:
754:
751:
750:
747:
745:
744:
737:
730:
722:
715:
712:
693:
690:
639:Lord Neuberger
606:Lord Templeman
595:
594:
584:
581:
580:
571:
568:
567:
558:
555:
554:
543:
540:
539:
528:
525:
524:
516:
513:
512:
504:
501:
500:
492:
489:
488:
480:
477:
476:
468:
465:
464:
454:
451:
450:
442:
439:
438:
428:
425:
424:
421:
419:
418:
411:
404:
396:
389:
386:
320:Lord Herschell
270:
269:House of Lords
267:
218:(an expert on
196:
193:
177:
174:
172:
169:
160:
157:
143:
140:
132:UK company law
117:
116:
108:
107:
103:
102:
91:
90:
86:
85:
79:
75:
74:
70:
69:
62:
58:
57:
54:
50:
49:
47:House of Lords
44:
40:
39:
34:
26:
25:
15:
13:
10:
9:
6:
4:
3:
2:
1288:
1287:
1276:
1273:
1271:
1268:
1266:
1263:
1261:
1258:
1256:
1253:
1251:
1248:
1247:
1245:
1235:
1232:
1231:
1227:
1220:
1216:
1212:
1208:
1207:
1201:
1198:
1192:
1187:
1183:
1179:
1178:
1173:
1166:
1163:
1159:
1154:
1148:
1145:
1142:
1138:
1133:
1130:
1126:
1122:
1116:
1113:
1107:
1104:
1098:
1095:
1089:
1086:
1080:
1077:
1071:
1068:
1062:
1059:
1053:
1049:
1048:
1044:
1042:
1038:
1037:
1033:
1031:
1030:Corporate law
1028:
1027:
1020:
1014:
1009:
1005:
1000:
995:
994:
988:
984:
981:
980:
974:
970:
967:
966:
960:
956:
953:
952:
946:
942:
941:EWHC 703 (Ch)
939:
938:
932:
928:
925:
924:
918:
914:
911:
910:
904:
900:
897:
896:
890:
886:
883:
882:
876:
871:
870:
864:
859:
858:
852:
847:
846:
840:
835:
834:
828:
823:
822:
816:
812:
809:
808:
802:
797:
796:
790:
785:
784:
778:
774:
771:
770:
764:
759:
758:
752:
743:
738:
736:
731:
729:
724:
723:
720:
713:
711:
708:
703:
699:
691:
689:
687:
682:
680:
679:Lord Sumption
676:
675:
670:
669:
664:
663:
658:
657:
656:Pepper v Hart
652:
646:
644:
640:
636:
632:
631:
625:
621:
620:
615:
611:
607:
603:
592:
588:
582:
578:
574:
569:
565:
561:
556:
552:
548:
547:
541:
537:
533:
532:
526:
521:
520:
514:
509:
508:
502:
497:
496:
490:
485:
484:
478:
473:
472:
466:
461:
460:
452:
447:
446:
440:
435:
434:
426:
417:
412:
410:
405:
403:
398:
397:
394:
387:
384:
380:
377:
373:
368:
362:
359:
354:
352:
348:
344:
339:
332:
328:
324:
321:
316:
312:
309:
305:
301:
297:
294:
285:
284:
279:
275:
268:
266:
261:
258:
254:
251:
247:
246:
240:
235:
234:
229:
223:
221:
217:
213:
212:incorporating
205:
201:
194:
192:
189:
188:
183:
175:
170:
168:
166:
158:
156:
152:
150:
141:
139:
137:
133:
129:
125:
124:
114:
111:Corporation,
109:
104:
100:
99:Lord Halsbury
96:
92:
89:Case opinions
87:
83:
80:
76:
71:
66:
63:
59:
55:
51:
48:
45:
41:
37:
32:
27:
22:
19:
1218:
1204:
1200:
1181:
1175:
1165:
1157:
1147:
1136:
1132:
1115:
1110:AC 22, 51–54
1106:
1101:AC 22, 29–32
1097:
1088:
1079:
1070:
1061:
1045:
1034:
991:
977:
963:
955:EWCA Civ 525
949:
935:
921:
907:
899:EWCA Civ 243
893:
879:
867:
855:
843:
831:
819:
805:
793:
781:
768:
767:
755:
695:
683:
672:
666:
660:
654:
647:
642:
628:
617:
609:
601:
599:
572:
559:
544:
529:
517:
505:
493:
481:
469:
455:
444:
443:
429:
388:Significance
381:
363:
360:
356:
350:
336:
318:
313:
306:
302:
299:
289:
281:
263:
259:
255:
249:
243:
233:scire facias
231:
225:
209:
185:
179:
162:
153:
145:
122:
121:
120:
81:
78:Prior action
73:Case history
18:
1215:Lord Walker
176:Trial Court
1244:Categories
1228:References
1092:1 Ch. 674.
848:1 WLR 1214
510:1 BCLC 485
367:debentures
347:Malins V-C
308:Lindley LJ
216:Lindley LJ
204:Lindley LJ
165:liquidator
149:debentures
1074:2 Ch. 323
872:1 WLR 852
860:1 WLR 991
824:1 WLR 832
474:1 WLR 676
84:2 Ch. 323
61:Citations
1233:13 LQR 6
1008:864/2007
1006:(EC) No
836:2 QB 593
714:See also
624:Slade LJ
498:1 Ch 200
462:2 Ch 284
171:Judgment
115:, agency
106:Keywords
996:UKSC 20
969:UKSC 34
913:UKHL 41
811:UKPC 33
643:Salomon
641:called
622:Ch 433
522:BCC 316
343:statute
239:trustee
53:Decided
1065:B 4793
983:UKSC 5
885:UKHL 5
798:Ch 935
786:AC 619
773:UKHL 1
692:Reform
159:Issues
65:UKHL 1
1209:
1153:agent
1139:
1054:Notes
633:
575:
562:
549:
534:
448:AC 22
142:Facts
126:
68:AC 22
43:Court
1017:see
677:and
659:and
585:see
163:The
1217:: "
1186:doi
589:in
1246::
1180:.
1174:.
97:,
1194:.
1188::
1182:7
741:e
734:t
727:v
415:e
408:t
401:v
333:.
Text is available under the Creative Commons Attribution-ShareAlike License. Additional terms may apply.
