Week 4
TABL 2741 Case Summary
Andy Song
Week 4 *Salomon v Salomon & Co Ltd (UK) _LCS p59 Company is a legal entity; there is a distinction between private and company debts.
*Andar Transport Pty Ltd v Brambles Ltd (2004) 206 ALR 387 (Australia) _ p1 Company is a legal entity. It is possible for the company to be liable in tort (negligence) to a member/controller. Mr Wail, the employee and also member of the company, got injured and sued Brambles for negligence. The high court held that the employer’s duty to provide a safe system of work remains personal to the employer (company).
Macaura v Northern Assurance Co Ltd. (UK) _ LCS p52; text p170 Company’s property is not property of its members – Separate legal entity. Macaur sold his timber business to a company but had not undated the insurance name of timber from him to the company. The insurance company didn’t pay any insurance to the company.
*Lee v Lee’s Air Farming Ltd. [1961] AC 12 Privy Council _ LCS p50; text p171-172 Company can contract with its controlling member – separate legal entity. Lee was a director of a crop dusting company and also contract with it as an employee. When he died and his widow sued for insurance compensation, insurance company denied. Privy Council held that a company can make a valid and effective contract with its members.
WINLAND ENTERPRISES GROUP INC. v WEX PHARMACEUTICALS INC. [2012] HKCA 155; [2012] 2 HKLRD 757 (Week 4 slides) ‘Using a corporate structure to evade legal obligation is objectionable. The courts' power to lift the corporate veil may be exercised to overcome such evasion so as to preserve legal obligation. But using a corporate structure to avoid the incurring of any legal obligation in the first place is not objectionable.’
*Gilford Motor Co Ltd v Horne [1933] 1 Ch 935 _ p1; week4 slides; LCS P39; text 179 to evade a legal obligation. Facts: Horne was the MD of GMC Ltd. Signed a non-compete clause in employment contract. Resigned, set up a co with wife and friend as directors and Horne managed the new Co which targeted the customers of GMC Ltd. GMC sought court injunction to restrain both Horne and newly formed Co from breaching contractual agreement.
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Andy Song
Week 4 *Salomon v Salomon & Co Ltd (UK) _LCS p59 Company is a legal entity; there is a distinction between private and company debts.
*Andar Transport Pty Ltd v Brambles Ltd (2004) 206 ALR 387 (Australia) _ p1 Company is a legal entity. It is possible for the company to be liable in tort (negligence) to a member/controller. Mr Wail, the employee and also member of the company, got injured and sued Brambles for negligence. The high court held that the employer’s duty to provide a safe system of work remains personal to the employer (company).
Macaura v Northern Assurance Co Ltd. (UK) _ LCS p52; text p170 Company’s property is not property of its members – Separate legal entity. Macaur sold his timber business to a company but had not undated the insurance name of timber from him to the company. The insurance company didn’t pay any insurance to the company.
*Lee v Lee’s Air Farming Ltd. [1961] AC 12 Privy Council _ LCS p50; text p171-172 Company can contract with its controlling member – separate legal entity. Lee was a director of a crop dusting company and also contract with it as an employee. When he died and his widow sued for insurance compensation, insurance company denied. Privy Council held that a company can make a valid and effective contract with its members.
WINLAND ENTERPRISES GROUP INC. v WEX PHARMACEUTICALS INC. [2012] HKCA 155; [2012] 2 HKLRD 757 (Week 4 slides) ‘Using a corporate structure to evade legal obligation is objectionable. The courts' power to lift the corporate veil may be exercised to overcome such evasion so as to preserve legal obligation. But using a corporate structure to avoid the incurring of any legal obligation in the first place is not objectionable.’
*Gilford Motor Co Ltd v Horne [1933] 1 Ch 935 _ p1; week4 slides; LCS P39; text 179 to evade a legal obligation. Facts: Horne was the MD of GMC Ltd. Signed a non-compete clause in employment contract. Resigned, set up a co with wife and friend as directors and Horne managed the new Co which targeted the customers of GMC Ltd. GMC sought court injunction to restrain both Horne and newly formed Co from breaching contractual agreement.
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