18214772
Descrição
FlashCards por adriana calles, atualizado more than 1 year ago
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Criado por adriana calles
mais de 5 anos atrás
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| Questão | Responda |
| Gramophone and Typewritter | corporate veil won't be pierced even if parent company owns all shares in the subsidiary. Companies can be members of others |
| Lee | a person can control a company and be member of it |
| Macaura | (timber was sold to a company in exchange for shares, later was burned) he hadn't an insurable interest cause company owns its own property |
| Adams v Cape | discusses the single economic unit: no general principle that all companies in a group of companies are to be regarded as 1. + subsidiaries cannot be used as a façade + the veil lifted if the corporate structure attempt to avoid 1) limitations on conduct by law 2) TP rights of relief 3) future TP rights of relief |
| Persad v Singh | piercing the veil even where the owner of the company is trying to avoid personal liability is not accepted |
| Dimbleby | piercing the veil by a statutory provision needs to be in clear and unequivocal language |
| SSK | to pressume agency, control isn't enough. Needed an express agency agreement, or unsual circumstances raising clear presumption |
| Carlton & Granada | an indication by controlling members but never formalized is never a guarantee |
| Malaysia Mining | a comfort letter is not a guarantee |
| Petrodel | The veil can be pierced cause companies were holding properties on trust (divorci on el marit amaga béns en empreses) |
| Belvedere | a member or director of a company cannot be held jointly or vicariously liable for torts that are attributable to the company. So, a parent is therefore not jointly liable for the torts of a subsidiary |
| Chandler v Cape | Parallel duties of care between a parent and subsidiary and subsidiary company and its employees. Cause 1) similar business 2) parent knew it was unsafe 3) use of superior knowledge 4) subsidiary know they can rely on the parent |
| Gilford Motor | restrictive covenant, he creates a company to do the task. Company was a mere cloak or sham, the veil was pierced |
| Lipman | He agrees to share a house but then there are remorses so the house is transferred to a company. Pierce the veil is okey, the company was a mask |
| Creasey | Veil pierced cause justice and public interest. Overruled by Ord |
| Ord | pierce the veil cause transfer of assets was improper, no increases financial difficulties crec q lhe fet mal |
| DHN foods | compensation allowed after a purchase of premises cause it was a single economic unit. Overruled by Adams |
| Adams | no economic unit reality what is happening is a resulting implied trust. |
| Gencor | (concealment principle) taking assets from a public company to a private one is illegal, no need to pierce the veil |
| Lubbe v Cape | (asbestos case) arguable case cause there's control on operation, directors knew |
| Chandler | less control, look at superior knowledge of the risks, ensure working conditions. Duty of care found under Caparo. It's necessary to assume responsability but no need of absolute control. Consider 1) = business 2) superior knowledge 3) know unsafe condition 4) reliance 5) no habit of intervining |
| Thompson | parent appoints a director on Health & Safety for the subsidiary. Parent didn't assume responsability: different business and no superior knowledge |
| Lungowe | parent owes direct duty if takes direct responsibility for devising policy + controls the operations |
| Okpabi | (pollution case) controlling operations are more likely to rise duty than issuing policies. Parent wasn't better placed |
| AAA v Unilever | no arguable claim damage wasn't foreseeable so a duty of care isn't fair. (elections, violence) |
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