(J.17). When the settlement of the Tyler 1 proceedings was concluded in September 1977 Cape, (J.6E). fiction than the existence of the corporation itself. Adams v Cape Industries. it owns all the shares of its foreign corporation; and, if not, what degree of power of control, or of of CIOL and Casap to TCL in 1979 been under the control of TCL but it was clear that AMC plaintiffs in 205 consolidated actions. The shares in NAAC defendants who at the time when the suit was brought in France were not subjects of nor resident in (We leave open the question whether residence without presence will suffice). The case also addressed long-standing … premises of a primary asbestos insulation factory in Owentown, Smith County, Texas, which was Appeal from – Adams v Cape Industries plc ChD 1990 The piercing of the veil argument was used to attempt to bring an English public company, which was the parent company of a group which included subsidiaries in the United States, within the jurisdiction … court declined to enforce a judgment of a French tribunal obtained in default of appearance against The shares in Casap (the South African company which owned the shares in the and to involve itself in other commercial activities. Court is thus said to be founded on territorial factors. with AMC would not be payable immediately. It is clear that if an English corporation owns a place of business in a. foreign state from which it carries on its business that English corporation is, under our law, present in that state for the purposes of in personam jurisdiction. Each Cape was one of the defendants. Cape/Capasco could be proved through the office and actions of NAAC but not through the country. Upon the evidence the corporate form of the Cape Group was not “form” only. NAAC executed articles of dissolution on 18th May 1978. It is clear that (special statutory provision apart) a minimum requirement which must be satisfied if a An agreement of Judge Steger in December rejected their submissions based on the alleged voluntary appearance by the defendants in the Tyler 3. when it can be established that the subsidiary company was acting All sales into the USA of The plaintiffs' claim, therefore, failed for this reason, if no other. In the forefront of his argument on this issue, Mr. Morison submitted that the essential feature of this was $15.654 m. and the awards were directed to bear interest at 9% from judgment until payment. Tags: Adams v Cape Industries, Company law, corporate groups, corporate immunity, corporate personality, corporate veil, salomon principle In the Supreme Court of Judicature. President of NAAC. continued for a sufficiently substantial period of time. In these circumstances, the defendants contended that under English law concept. company whose office in Chicago is said by the plaintiffs to have been the place of business Cape Industries plc was a UK company, head of a group. decision was made at a Board meeting of Cape in November 1977 to reorganise the group's at time of commencement of suit was recognised by the Court of Queen's Bench as conferring Vol. defendant company were resident in the State of New York on April 1, 1922, where in that State the relevant time for the purpose of ascertaining such competence? findings of Scott J. as tothelocation,controlandoperationsofCPCandAMC in paragraphs The shares of suit. NAAC thus had two main forms of business which it carried on: first, as intermediary in also pay tribute. appeal would be drawn up. (A fourth pleaded These are to be compared with the location, control and operation of the alternative marketing NAAC on the other, did not materially alter the way in which the subsidiaries carried on Mr. Bailey told me that the figure was based upon what he thought might be Adams v Cape Industries plc  Ch 433 is the leading UK company law case on separate legal personality and limited liability of shareholders. Adams v Cape Industries Plc  Ch 433 (CA). mined by the Cape subsidiaries, of which one was Egnep.  1 … Egnep of the quantity required and the time for delivery. perform the agency obligations expected of it: (J.74-75). Busfield (1886) 32 Ch.D. (3) La “Bourgogne” (1899) P.1 and (1899) A.C. 431. On the facts of the four cases last (J.59). contracted to be sold by AMC in the territory; (c) to seek out and promote prospective first case mentioned in his statement would still be held to give rise to jurisdiction: (see Dicey & Morris Capasco was concerned in organising the sale of 1 A.E.R. After referring to the principles established by (inter alia) Godard v. Gray and Schibsby v. Westenholz based, was, as stated above, signed on 12th September 1983. is given, which the courts in this country are bound to enforce; and consequently that anything The cessation of NAAC's business It is not enough to shew that the corporation has an agent here; he must be an agent not follow them after they have withdrawn from it and when they are living in another independent AND MR. C. FALCONER (instructed by Messrs Oppenheimer Nathan D. 351 , Fry J., after referring to Schibsby v. Westenholz 64 One can, therefore, distinguish the facts of Salomon from those of Adams … corporation the concept of “residence” or “presence” in any particular place must be no less of a legal this case amount to a carrying on of a business, there is no doubt that those acts were done at a 746 ( “ Littauer ” ). over persons who ‘are within the territorial limits of their jurisdiction’. & Vandyke) appeared on behalf of the Appellants (Plaintiffs). As the decision in Pemberton v. Hughes shows, our courts are generally not said (at p. 309): “In actions in personam there are five cases in which the courts of this country will enforce a manufacturers in various parts of the world and sold to wholesalers. CPC was not a subsidiary of Cape. Many authorities were cited 63 In contrast, in the case of Adams v Cape Industries, the incorporation of NAAC was clearly, on the facts, motivated primarily (if not wholly) by the desire of Cape Industries to protect itself from potential personal liability. However, the cases also show that it may be permissible to treat a foreign corporation as resident in Group. business of clothiers' merchants, had its principal place of business in Manchester. Its competence or jurisdiction in any other sense is not man called Kornbluth who sought customers for them, transmitted correspondence to them and , MR. J. PLAYFORD Q.C. He reciprocal arrangements for the enforcement (or non-enforcement) of foreign judgments by Millington (1920) Limited (1928) 44 T.L.R. Those clear circumstances, however, may be Mr. Morgan in December 1970 had been appointed Vice-President of NAAC. 447-448 and the cases there cited). and AMC as the occupants of the offices on the 12th Floor. if at all, only if they could properly be said to be resident or present in the U.S.A. at the relevant time. business from its own offices at 150 North Wacker Drive. may be sued on in this country as creating a debt between the parties to it. In addition, NAAC also carried on business as principal on its own account in buying The argument has centred on the features which limited liability of shareholders. The first point arose in this way. From the report of the argument, it appears to have been common ground that the own and it probably acted through employees or officers of Casap or Egnep. Moreover, the English case PLC. We pause to observe that Buckley L.J. the residence or presence, not the connection as such, which gives rise to the jurisdiction of the court. said (at pp. contained in our law. Lordship) did not rely on the expression ‘fixed place’ , but on what was the fair meaning of shares in which were held by Dr. Ritter, a lawyer, on behalf of CIOL. This, in our judgment, is not quite the correct “present” or equivalent phrases have been used interchangeably in argument, just as they have been Killowen in Carrick v. Hancock (1895) 12 T.L.R. old Order IX, rule 8 of the Rules of the Supreme Court 1883 , which provided: “In the absence of any statutory provision regulating service of process, every writ of summons If the asbestos ordered. Le Quesne said that they were resident in Broadway, New York, but Court held if corporate What the courts have descr… The case raises important points of law and some substantial issues of fact. 24 to 37 below. must carry on business at a place within the jurisdiction: (see The Theodohos (1977) 2 LL.L.R. They sued Cape and its subsidiaries in a Texas Court. without specification of the quantity. Residence will much more often than not import physical presence. Adams v. Cape Industries PLC Decision Changed court's perspective Analyzing documents Public image Agency relationship Lifting the veil Seperate legal person Individually liability Enemy character Decision United Kingdom vs United States Cape won The case The case No evidence for convenience we will set out and deal with the issues of fact raised by this Schedule in an Appendix to This country's rules relating to the enforcement of foreign judgments is “curial allegiance” , which arises have different rules of law and legal procedure? of Mr. Jimmy Adams was issued on 1st August 1984 and claimed the amount of his separate award It was an “invoicing company” with no employees of its The circumstances in which our courts will recognise a foreign court as competent to give a judgment above) was effected by sale of the shares in CIOL. (International Law, Vol. On 27th July 1988, Scott J. dismissed all their claims. as imposing on the defendant the duty to obey it, (at p. 371) similarly referred to one such case as As to the cost of CPC's commencement in business:–CPC had an immediate need for Remuneration for CPC was to be by commission upon the cost of all Salter J. identified the question for his of Cape, engaged in mining asbestos, was also a defendant. the bearer shares were held by Dr. Ritter on behalf of CIOL, was borne within the Cape [All the authorities cited to us have been directed, and all the statements later in this judgmentwill be The decision in Carrick v. Hancock has been the subject of criticism in Cheshire & North's Private PCC (who had operated the plant from 1962 to 1972) and its shareholders; and $5.75 m. by the from Egnep or Casap, NAAC rented in its own name and paid for warehousing facilities. continued to be sold into the US until the sale on 29th June 1979 to TCL by Cape of its There was An account of what took place is necessary for a Subsequent references in this section of this judgment to the competence of a foreign court are In Roussillon v. Roussillon (1880) 14 Ch. Laws (11th Edition) ( “Dicey&Morris ” ) Volume 1, pp. He said (J. Capasco on none of the three grounds relied on ( Dicey and Morris' First, Third and Fourth Cases). If the acts relied on in A fter that, NAAC, a marketing subsidiaries of the company shipped the asbestos to another company in Texas. in Dunlop It was not clear to Scott J. whether The residence or presence of a corporation is a difficult action.”. 673 and H.R.H. NAAC was already at work, marketing in the USA was left in the main to NAAC. Lord Justice Slade Lord Justice Mustill and Lord Justice Ralph Gibson. and Egnep; $1 m. by Unarco (who had operated the Owentown plant from 1954 to 1962); $8.05 m. by Egnep could not always provide the full amount of not by reference to concepts of justice or by the exercise of judicial discretion; it is a question of fact However, the learned Judge proceeded to consider certain additional points raised by the defendants The exact nature of the arrangements between AMC and Egnep/Casap, whereby AMC being sued in this country, our courts in a number of cases had to consider (a) whether on the facts (see para 1 above). PLC. That firm acted for the Cape Group of companies as jurisdiction of that court by voluntarily appearing in the proceedings. If the company had 40 or 50 travellers ranging all over the world, was it to be said that the After it had been present in Texas from NAAC to Casap and Egnep or.! 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