929 [1990] B.C.C. RTF format. As to condition (iii), we do not accept as a matter of law that the court is entitled to lift the corporate veil as against a defendant company which is the member of a corporate group merely because the corporate structure has been used so as to ensure that the legal liability (if any) in respect of particular future activities of the group (and correspondingly the risk of enforcement of that liability) will fall on another member of the group rather than the defendant company. Cape was joined and argued there was no jurisdiction to hear the case. THE LABOUR COURT OF SOUTH AFRICA, CAPE TOWN. 929 [1990] B.C.C. In this case, the claimant, Mr Chandler, was employed by a subsidiary of Cape plc for just over 18 months from 1959 to 1962. Adams v Cape Industries Plc [1990] Ch. 657 [1991] 1 All E.R. After the decision (which has been followed), English law has suggested a court cannot lift the corporate veil except when construing a statute, contract or other document; if a company is a "mere façade" concealing the true facts or when a subsidiary company was acting as an authorised agent of its parent, and apparently not so just because "justice requires" or to treat a group of companies as a single economic unit. A fter that, NAAC, a marketing subsidiaries of the company shipped the asbestos to another company in Texas. Slade LJ(for Mustill LJ and Ralph Gibson LJ) began by noting that to ‘the layman at least the distinction between the case where a company itself trades in a foreign country and the case where it trades in a foreign country through a subsidiary, whose activities it has full power to c… Adams v Cape Industries Plc – Group Reality or Legal Reality? 433 [1990] 2 W.L.R. Cape Industries Plc was a UK registered company and head of Cape Industries group. Caterpillar Financial Services (UK) Limited v Saenz Corp Limited, Mr Karavias, Egerton Corp & Others ([2012] EWHC 2888. But could they be enforced in England? As to condition (iii), we do not accept as a matter of law that the court is entitled to lift the corporate veil as against a defendant company which is the member of a corporate group merely because the corporate structure has been used so as to ensure that the legal liability (if any) in respect of particular future activities of the group (and correspondingly the risk of enforcement of that liability) will fall on another member of the group rather than the defendant company. Adams V Cape Industries Plc - Judgment. Adams v. Lindsell Case Brief - Rule of Law: This is the landmark case from which the mailbox rule is derived. Adams v Cape Industries Plc [1990] Ch 433. Cases like Holdsworth, Scottish Coop and DHN were distinguishable on the basis of particular words on the relevant statutory provisions. Adams V Cape Industries Plc - Judgment. Secretary of State for Trade and Industry v Bottrill (1999), 1 All ER 915. Assuming that the first and second of these three conditions will suffice in law to justify such a course, neither of them apply in the present case. A company must be set up to avoid existing obligations, not future and hypothetical obligations which have not yet arisen. The main issue was was Cape present in the US jurisdiction at the relevant time? The court separately had to consider whether Cape had established a presence within the United States, such that the English court should recognise the jurisdiction of the United States over Cape, and enforce a US judgment against it (one of the criticisms made of the decision by US lawyers is that the Court of Appeal fundamentally misunderstood the nature of the federal system in the US, but that misunderstanding does not affect the general principles laid down by the court). It is not suggested that the arrangements involved any actual or potential illegality or were intended to deprive anyone of their existing rights. The case also addressed long-standing issues under the English conflict of laws as to when a company would be resident in a. In Chandler v Cape plc, it was held that the corporate veil was not relevant in tort cases, thus effectively circumventing Adams. Adams v Cape Industries plc Ch 433 is the leading UK company law case on separate legal personality and limited liability of shareholders. It noted that DHN was doubted in Woolfson. Cape Industries plc was a UK company, head of a group. They sued Cape and its subsidiaries in a Texas court. The marketing subsidiary in the United States of America was a wholly owned subsidiary, N.A.A.C., incorporated in Illinois in 1953. D French and S Mayson and C Ryan, Mayson, French & Ryan on Company Law (27th edn Oxford University Press, Oxford 2010) 136. E McGaughey, 'Donoghue v Salomon in the High Court' (2011) 4 Journal of Personal Injury Law 249, on, This page was last edited on 23 August 2020, at 09:10. the company has its own fixed place of business (e.g. The court held that one of Cape's subsidiaries (a special purpose vehicle incorporated in Liechtenstein) was in fact a façade, but on the facts this was not a material subsidiary such as to attribute liability to Cape. Adams v Cape Industries plc [1990] Ch 433 is a UK company law case on separate legal personality and limited liability of shareholders. Adams v National Bargaining Council for the Road Freight and Logistics ... 16) [2018] ZALCCT 36 (7 September 2018) Download original files. PDF format. All these were rejected "on the facts". Adams v Cape Industries Plc (1990) Ch 443. Whether or not this is desirable, the right to use a corporate structure in this manner is inherent in our corporate law. Adams v Cape Industries plc 1990 Ch 433 CA legal I. Loading... 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