Salomon v a salomon

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Salomon v a salomon

His sons wanted to become business partners, so he turned the business into a limited company. His wife and five elder children became subscribers and the two elder sons became directors but as nominee for Salomon, making it a one-man business.

Transfer of the business took place on 1 June Broderip sued to enforce his security in October The company was put into liquidation. Issues[ edit ] The liquidatoron behalf of the company, counter-claimed wanting the amounts paid to Salomon paid back, and his debentures cancelled.

He argued that Salomon had breached his fiduciary duty for selling his business for an excessive price. He also argued the formation of the company in this was fraud against its unsecured creditors.

It was undisputed that the shares were fully paid up.

Salomon v a salomon

He said the company had a right of indemnity against Mr Salomon. He said the signatories of the memorandum were mere "dummies", the company was just Mr Salomon in another form, an alias, or at most his agent.

Therefore, it was entitled to indemnity from the principal. The liquidator amended the counter claim, and an award was made for indemnity.

Salomon had abused the privileges of incorporation and limited liability, which Parliament had intended only to confer on "independent not counterfeit shareholders, who had a mind and will of their own and were not mere puppets". The incorporation of the company cannot be disputed see s.

Whether by any proceeding in the nature of a scire facias the Court could set aside the certificate of incorporation is a question which has never been considered, and on which I express no opinion, but, be that as it may, in such an action as this the validity of the certificate cannot be impeached.

The company must, therefore, be regarded as a corporation, but as a corporation created for an illegitimate purpose. Moreover, there having always been seven members, although six of them hold only one 1l. Aron Salomon cannot be reached under s. As the company must be recognised as a corporation, I feel a difficulty in saying that the company did not carry on business as a principal, and that the debts and liabilities contracted in its name are not enforceable against it in its corporate capacity.

But it does not follow that the order made by Vaughan Williams J. A person may carry on business as a principal and incur debts and liabilities as such, and yet be entitled to be indemnified against those debts and liabilities by the person for whose benefit he carries on the business.

The company in this case has been regarded by Vaughan Williams J. I should rather liken the company to a trustee for him - a trustee improperly brought into existence by him to enable him to do what the statute prohibits.

It is manifest that the other members of the company have practically no interest in it, and their names have merely been used by Mr. Aron Salomon to enable him to form a company, and to use its name in order to screen himself from liability.

I do not go so far as to say that the creditors of the company could sue him. In my opinion, they can only reach him through the company.

Salomon v a salomon

The liability does not arise simply from the fact that he holds nearly all the shares in the company. A man may do that and yet be under no such liability as Mr. Aron Salomon has come under. His liability rests on the purpose for which he formed the company, on the way he formed it, and on the use which he made of it.

There are many small companies which will be quite unaffected by this decision.


It is idle to say that persons dealing with companies are protected by s. It is only when a creditor begins to fear he may not be paid that he thinks of looking at the register; and until a person is a creditor he has no right of inspection. As a matter of fact, persons do not ask to see mortgage registers before they deal with limited companies; and this is perfectly well known to every one acquainted with the actual working of the Companies Acts and the habits of business men.Salomon Running: Chaussures, vêtements et accessoires Salomon.

Paiement jusqu'à 3X sans frais, livraison 24h offerte dès 90 euros. Salomon v A Salomon & Co Ltd [] UKHL 1, [] AC 22 is a landmark UK company law case. The effect of the House of Lords' unanimous ruling was to uphold firmly the doctrine of corporate personality, as set out in the Companies Act , so that creditors of an insolvent company could not sue the company's shareholders to pay up .

König Salomo srmvision.comn (hebräisch שְׁלֹמֹה Šəlomoh) war − nach der Darstellung der Bibel − im Jahrhundert v. Chr.

Îles Salomon — Wikipédia

Herrscher des vereinigten Königreichs srmvision.comechend dem biblischen Bericht war er der Erbauer des ersten Tempels in Jerusalem und der dritte König in Israel nach Saul und David. SALOMON Česká republika - On-line obchod na lyže, Lyžáky a oblečení, snowboarding, trailová běžecké a Turistické boty.

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Salomon v A Salomon & Co Ltd - Wikipedia