Salomon v A Salomon & Co Ltd

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).

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.

The case of GRUENDL v. OEWEL PARTNERSHIP INC. the overall partnership of OPL is OPI and not a plaintiff exclusively, a circumstance of which the defendant was mindful. The plaintiff may possibly be judged to have contributed in governing of OPL simply because he implemented his responsibilities as president of OPI or because he may have represented as a indemnity for, or loaned funds to, OPL. (Corp.Code, § 15632, subds.(a), (b)(1) & (3).) Furthermore, nothing in the records suggests that the plaintiff, in his capability as a limited partnership, should be held accountable for OPL's partnership liabilities.

Tomasic, R. Jackson, J. & Woellner, R. (2002). Corporations Law: Principles, Policy and Process. 4th ed. Sydney: Butterworths

Amber Inn & Suites is a 250 property hotel chain located in 10 western and Rocky Mountain States (Kerin & Peterson, 2010). The company was founded in 1979 and they operate 200 Amber Inn properties and 50 Amber Inn & Suites properties (Kerin & Peterson, 2010). They have 30,000 total rooms with an average of 120 rooms per property (Kerin & Peterson, 2010). The company has had five consecutive unprofitable years and the company wants to be profitable within two years. This case will provide a summary an analysis of Amber Inn’s options and an examination of their strengths, weaknesses, opportunities and threats.

The dispute occurred in Victoria between a registered company, Tallerman & Co Pty Ltd ("the plaintiff") and an incorporated company, Nathan's Merchandise Pty Ltd. ("the defendant), where both parties operated their business. Two previous binding contracts (orders No. 58 and No. M57) were made in communications on 14th May 1951 and 2nd August 1951 respectively, each for the sale by the plaintiff to the defendant of 1,000,000 Hungarian .22 bullets. A consignment of 1,800,000 bullets for the above orders was dispatched from Sydney to the defendant by rail on the 12th February 1952 and was received by a carrier employed by the defendant in

Investors are liable only for the amount of capital that they have invested, but not for any costs incurred as a result of corporation’s actions (e.g. injuries, deaths and tort claims). An ethical issue has to do with the accountability of the directors, executives and shareholders under the law. Under the law every person is liable for their wrongdoings, while the executives, directors and shareholders shift their accountability onto the invisible friends by a way of limited liability. According to Glasbeek (2002), “Legal logic–—and no other—— will permit Black to say that, in a society based on individual responsibility, he cannot be made responsible for the acts of a truly discrete, separate person, Hollinger, the corporation” (p. 11).

Among all the stakeholders in this case the only one whose decision is uncertain is Tom’s. While Tom has an important stake in this case, Stubbs will be the one that experiences the monetary effects of Tom decision. Annette was the one that told Tom what to do, but even at that moment Tom is the one who can act one way or another. On top of that, given Annette’s advice, she already decided to act for the company’s stake and not Stubbs. Given the company’s statement that they only have records for five years, it is to be assumed that the company is not encouraging any employee to find any older records concerning this lawsuit. It is also safe to assume that the machine manufacturing company would prefer to find any evidence to blame someone else for Stubbs accident. Therefore, the one individual which can decided the fate of all stakeholders is

In R v. Redfern & Dunlop Ltd. (Aircraft Division) , the Court held that where the employees who were not in the decision making level could not be identifiable with the company and therefore were not deemed to be the controlling mind of the company. The question that comes up is that if a person at a lower level commits a crime in the name of the company, the company cannot be held liable for the same. This may pose to be a problem in the sense that the company may make a division between the senior management and the employees to avoid criminal proceedings against them

In every free market economy individuals are allowed to autonomously enter into contracts and for contracting parties to make their own decisions about the types of contract they enter into and the terms on which they will contract (Paterson, 2009). A definition by Hall (1997) highlights that a contract is an exchange of promises carried through by a process of offer and acceptance with the intention of creating a legally binding deal, in which the English case of L’ Estrange v F Graucob Ltd it has been asserted that when a person signs a contractual documents they are bound by all its terms. In the given case study several issues arise as the conduct of the other party (Mr Walter) is contrary to the signed terms of the contract; non-compliance with Clause 2 of the contract and fraudulent or falsified financial statements by Mr Walter.

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

The Principle of Separate Corporate Personality The principle of separate corporate personality has been firmly established in the common law since the decision in the case of Salomon v Salomon & Co Ltd[1], whereby a corporation has a separate legal personality, rights and obligations totally distinct from those of its shareholders. Legislation and courts nevertheless sometimes "pierce the corporate veil" so as to hold the shareholders personally liable for the liabilities of the corporation. Courts may also "lift the corporate veil", in the conflict of laws in order to determine who actually controls the corporation, and thus to ascertain the corporation's true contacts, and closest and most real

Cordeaux Gabelle is still claiming damages of 14.6m even though I argued that section 11 of Securities Act 1993 is not relevant in this case, because the company was sold privately and not by public offering. I supported my argument by Supreme Court ´s decision in Gustafson v. Alloyd Co.

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.

The lease and marketing plan failed to expand office space and attract new clients, Butterfly had cash flow problems and sold to Xco Ltd, Consequently, Butterfly can sue promoters for the recession of the contracts or damages. In this case, there is five person involved—John, Paula, George, Robyn and Brian. Generally, Emma Silver Mining ‘s case defines a person who is involved in the creation of a new company is a promoter. John, Paula, George and Robyn undertook mining project, shared the rental cost and sometimes referred clients, i.e.: they are promoters as they took active parts in the formation of a company and generated the necessary share capital to carry on business. For Brian, an accountant providing tax service, does not act purely in his professional captivity and he agreed to purchase some non-voting shares of Butterfly. This makes him take an inactive position in Butterfly but can receive dividends. The similar facts in Mandalay’s case, RSC leaves the project to Mandalay and also gets profit from the operation, therefore Brian is a promoter, too. In summary, John, Paula, George, Robyn and Brian, as Butterfly’s promoters, automatically establish a fiduciary relationship with Butterfly.