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Still "the unyielding rock"? A critical assessment of the ongoing importance of Salomon V Salomon & Co LTD[1897] AC 22 in the light of selected English company law cases

Mendelsohn, James (2012) Still "the unyielding rock"? A critical assessment of the ongoing importance of Salomon V Salomon & Co LTD[1897] AC 22 in the light of selected English company law cases. Masters thesis, University of Huddersfield.

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Abstract

Salomon v Salomon & Co Ltd [1897] AC 22 is known as ‗the unyielding rock‘ of English company law. Nevertheless, the courts have at times deviated from Salomon. This dissertation examines three major ―veil-lifting‖ cases in order to assess Salomon‟s ongoing centrality (or otherwise). It also evaluates whether it is presently clear as to when the courts will or will not lift the veil.
In DHN Food Distributors Ltd v Tower Hamlets London Borough Council [1976] 1 WLR 852, the veil was lifted on the ―single economic unit‖ ground. DHN was subsequently doubted, notably in Adams v Cape Industries plc [1990] Ch 433. More recent decisions may hint at a ―rehabilitation‖ of DHN, but this is currently unclear.
In Re a Company [1985] BCLC 333, the veil was lifted on the grounds of ―justice‖. This proposition was emphatically rejected by the Court of Appeal in Adams. The 2006 Court of Appeal decision of Conway v Ratiu [2006] 1 All ER 571 restates the principle of Re a Company, but it cannot currently be seen as binding precedent for future judges to follow.
The perplexing case of Creasey v Breachwood Motors Ltd [1992] BCC 638 triggered important debates which helped to clarify the ―sham‖ exception to the Salomon principle. However arguments for a ―Creasey extension‖ to the categories when the courts will deviate from Salomon have not been accepted.
The dissertation concludes by suggesting that it is currently unclear as to when the courts will or will not disregard the Salomon principle. Proposals for reform made by academics are considered. It is still to be hoped, therefore, that either Parliament or the courts will issue clear guidance.
The dissertation states the law as it was thought to be on 2 May 2012. The OSCOLA system of referencing is used throughout.

Item Type: Thesis (Masters)
Subjects: K Law > K Law (General)
K Law > KD England and Wales
Schools: The Business School
Depositing User: Sara Taylor
Date Deposited: 12 Feb 2015 12:12
Last Modified: 05 Dec 2016 17:00
URI: http://eprints.hud.ac.uk/id/eprint/23331

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