The doctrine laid down in Salomon v Salomon & Co Ltd has be watched very carefully … The courts can and often do draw aside the veil … The legislature has shown the way with group accounts and the rest. And the courts should follow suit.
The doctrine laid down in Salomon v Salomon & Co Ltd has be watched very carefully ... The courts can and often do draw aside the veil ... The legislature has shown the way with group accounts and the rest. And the courts should follow suit (littlewoods mail order store Ltd v IRC 1969 per Lord Denning MR) Answer plan While questions lifting the veil are fairly common, such questions are not well answer by saying that there is a large number of cases where the courts will left the veil and then listing them. A question such as this calls for effective deployment of the cases and discussion of Lord Denning's view that the court should be more interventionist in disregarding corporate personality. Answer The fundamental attribute of corporate personality is that the company is a legal entity distinct from its member- a company is a legal person. Corporate personality was created by statute in the first half of the 19th century, but the full significance of this provision was not appreciated until the famous case of Salomon v Salomon & Co in 1897, to which Lord Denning's referred. In Salomon, S converted his existing, successful business into a limited company, of which he was the managing director. S valued his business at #39000 (an honest but wholly inaccurate valuation) debenture and 20001 #1 shares out of the issued share capital of #20007. S's wife and five children
In the following group assignment, we will be carrying out the role of a law practice specializing in a company and consumer law where will prepare a client file for a fictitious company to advise them on certain issues
Introduction In the following group assignment, we will be carrying out the role of a law practice specializing in a company and consumer law where will prepare a client file for a fictitious company to advise them on certain issues, our client that we will be advising trades are known as Bodgit and Frogg Ltd . . Davina, the owner of an upmarket Arts and Crafts gallery agreed that B&F Would supply and install a first class, state of the art, ducted air heating system for her retail establishment. The particular make and specification was Chosen by Davina from a catalogue supplied by B & F of "suitable" systems. It was agreed that the work would be completed during the month of February when trade was poor and Davina usually closed the shop and took a holiday abroad. The work was delayed by several weeks and the shop had to be closed over the Easter period when trade was usually quite good. Based on previous Years' takings, Davina estimated that she lost around £7000 of business due to The closure. Just a month after installation the system developed a fault which resulted in fire damage estimated at around £20,000 and smoke damage to a neighbouring hat shop. The proprietor of the hat shop is complaining of complaining of damage to her health due to smoke inhalation as well as damage to her
The ability of shareholders to cast their votes in their own selfish interests does make ratification of directors wrongs a complex issue, as directors are often shareholders.
The ability of shareholders to cast their votes in their own selfish interests does make ratification of directors wrongs a complex issue, as directors are often shareholders. Directors have a common law duty (fiduciary duty) and statutory duty in that they must act bona fide in the interest of the company. Whilst the company is solvent the best interests of the company will be to the interests of the company's shareholders as a whole. A director finding himself in a position of conflict does not automatically breach his duty, but he must resolve the conflict by exercising his discretion in the best interest of the company. There is a common list of possible breaches of fiduciary duties: misappropriation of the company's property; improper use of power for an improper purpose; abuse of discretion; allowing an interest and a duty to conflict. Shareholders have two separate rights. The first is the value of their share (property interest) and the second is a right to participate in that value which is created by the company. This gives them an interest to maintain the value of their shares and therefore have a right to vote selfishly and not necessarily consider the interests of the company. Ratification is a process by which a director can avoid liability when it is shown that the company has ratified the wrong. 'Shareholder ratification operates as immunising
Both the common law and statute make it too easy for buyers to reject goods. Critically discuss this statement.
'Both the common law and statute make it too easy for buyers to reject goods'. Critically discuss this statement. Introduction The rights of consumers have been protected by laws for centuries. These laws have established a variety of legal forms, which including criminal law, tort, and contract, to achieve their objectives. In addition to those laws numerous other provisions have the effects of protecting the consumer, which specify consumer protection as their primary concern. For example, during the prosecution of fraud, protecting property, or facilitating litigation. In general, the civil law assists the consumer by imposing certain obligations on manufacturers and suppliers of goods and services and by restricting attempts to exclude or cut down these obligations or the remedies available on breach. (Cartwright, 2001) It should be kept in mind that here is no universally agreed definition of the term 'consumer'. Although a number of statutes, both criminal and civil, attempt to define it for their own purposes. One example of such a definition is found in section 20( 6) of the Consumer Protection Act 1987, which states: 'Consumer' (a) In relation to any goods, means any person who might wish to be supplied with the goods for his own private use or consumption; (b) In relation to any services or facilities, means any person who might wish to be provided with the
Argue for or against the proposition that, in the context of wealthy and powerful transnational corporations, it is inappropriate to assume that each company in a group is a separate legal person.
"Argue for or against the proposition that, in the context of wealthy and powerful transnational corporations, it is inappropriate to assume that each company in a group is a separate legal person." The principle of separate legal personality was developed in the Salomon1 case, having first been acknowledged in Edmunds v Brown and Tillard.2 A company is recognised as a person separate from its members on incorporation. There are, however, various Common Law and Statutory exceptions to this rule. 'Lifting the veil' involves looking behind the company's separate legal personality to make its members liable to the creditors rather than just the company in it self.3 This can be distinguished from making Directors of a company personally liable. Common law exceptions Under the English common law the main exceptions to the Salomon principle have been identified in Adams v Cape as single economic entity, fraud or façade and agency.4 Single economic entity Where a group of companies can be recognised as a single economic entity, each particular company within this group will not be considered as having its own separate legal personality. DHN Food Distribution v Tower Hamlets LBC5 It was held that a group of companies was a single economic unit, thus enabling the group to claim compensation on the compulsory purchase of land even though the land from which the business was
e-commerce law
E-Commerce Law One of the most active areas of litigation involving the Internet has been generated by the conflict between trademark law and domain names. The basic conflict stems from the fact that trademark law allows for multiple uses of the same word. Two different entities may label their products with the same name, as long as the consumer is not likely to be confused or deceived as to the affiliation, connection or association of the two. What is a Domain Name? Domain names in themselves have not been recognized in UK law as property rights, but they may still be registered. This type of registration is not a trade mark registration; it amounts to a contract with the registration authority, which controls the Top Level Domain (TLD) (e.g. 'uk' which is a country code TLD, or 'com', 'org', which are generic TLDs). This type of registration does not afford any exclusive rights, and has been likened to a company name registration in that it merely serves to identify the organization using it. Domain names may also be registered as trade marks. It is now possible for the owners of both registered and unregistered trade marks to bring an action against 'domain name squatters', i.e. those who register a domain name so as to sell it to the owner of the trade mark. A Domain Name system is a method of administering names by giving different groups responsibility for
law and Morality relationship.
Legal Research & Methodology. Mini Project 3: 3th Dec 2007 Discuss the relationship between Law and Morality. Since the life has started on this plant all the social groups had been trying to formulate human acts by submitting their will to a common code of morality or law. Today's civilized world is the gradual out come of that effort. Morality and laws are the strong beliefs and principles, provides help and guidance to maintain a uniform discipline and harmony in the society. Morality has always been considered a paramount source of law in the shape of good traditions and usages, therefore moral values are identified as a most influential instrument of development of law. It is a set of beliefs, values, principles and standards of behaviors and such codes are found in every society1. Law is the direct out come of morals practiced in a society that is why law is know as the formal mechanism of social control2, therefore the argument that nothing is law that does not conform to socially accepted criteria, seems to be valid. It is always possible to argue against a certain interpretation of the law that it is morally indefensible and there has always been a pressure within legal system to render it morally defensible, this how critical morality becomes a persuasive source of law. Some times it hard to find to Phil Haris, An Introduction to law,5th edition,
CORPORATE LAW COURSEWORK:
NOZMUL HUSSAIN 2489340 PAC YEAR 2 SEMESTER 2 CORPORATE LAW COURSEWORK: 'FASHION DESIGNS PLC' Lecturer: Jerry Defreitas Group 5 2006/2007 As an avowed expert on corporate law I have been requested to advise the board of directors of Fashion Designs plc on various company law issues related to the company. Issue A: Does a company have to satisfy both the 'realised profits test' and the 'net assts test' before it can pay a dividend to its shareholders? Also, explain what the 'realised profits test' and 'net assets test' are and to what extent is the above statement true if at all in relation to company law. I would like to explain the procedure by which distributable profits1are calculated. Section 263 of the Companies Act 1985 states that a limited company with a share capital (such as Fashion Designs Plc) is prohibited from making a distribution unless out of distributable profits. The only exceptions to this rule when distribution can be made from assets other than distributable profits are: i. issuing bonuses shares ii. redeeming iii. purchasing or giving financial support for the purchase of shares under relevant company legislation iv. distributing capital to members in the case of winding up v. reducing capital under established procedures In order for any limited company; whether they are public or private to distribute dividends out to its members it
manufacturer's guarantee
CONSUMER LAW ASSIGNMENT 2, MANUFACTURER'S GUARANTEE: Student no: 0507943 Manufacturer's guarantee refers to any undertaking to a consumer by a person acting in the course business in this case a manufacturer, given without any additional charges, to reimburse the price paid or to replace, repair or handle consumer goods in any way if they do not meet the specifications set out in the guarantee statement or in the relevant advertising1. In other words a guarantee is mostly issued by a manufacturer of goods such as electrical appliances to its consumers, a guarantee would more or less serve as a coupon to carry out repairs or make a replacement in the event of a fault arising within a certain period of time. This definition is said to be wide enough to cover both a guarantee that is given by a supplier and that given by a manufacturer. Extended warranties however, are different from a manufacturer's guarantee in a sense that they are the retailer's such as PC World's own consumer durable insurance policy. The extended warranty provides the same sort of cover that a guarantee does; only that a consumer has to pay for it and normally the cost can be up to 50% of the original purchasing price. Extended warranties are usually useful for four years beyond a manufacturer's guarantee. Thus, beyond the period of statutory protection. The Sale and Supply of Goods to Consumers
Legal Environment - Popeye v Spinach Tankers Ltd. The appellant claimed damages under the Law Reform (Miscellaneous Provisions) Act 1934 and the Fatal Accidents Act 1976 due to the sinking of a vessel caused by the negligence of the defendants.
Legal Environment Coursework Part A . The Material Facts The appellant claimed damages under the Law Reform (Miscellaneous Provisions) Act 1934 and the Fatal Accidents Act 1976 due to the sinking of a vessel caused by the negligence of the defendants. The appellant accused the design and construction of the vessel being defective, making it unseaworthy. The appellant claimed the defects were defects in 'equipment' provided by the defendants for the purpose of their business within the Employer's Liability (Defective Equipment) Act 1969. The defendants claimed 'Equipment' did not include the vessel within the meaning of the Act. 2. The Legal Issue(s) The definition of the word 'equipment' within the meaning of the Employer's Liability (Defective Equipment) Act 1969, S.1(3), to be given a restricted interpretation, so as to require the word only to be applied to vehicles and aircrafts, omitting reference to water transport, and merely constituting it being the employees 'workplace'. Alternatively, does the definition of the word 'equipment' require to be given a wider meaning, as to include the ship as constituting equipment within the meaning of 'plant and machinery' under S.1(3) of the Act, as it is essential equipment for a ship-owner to carry out business and for business to take place on. Does vessel cease to be 'equipment' within S.1 of the Employer's Liability