Piercing the corporate veil: a new era post Prest v Petrodel.  These decisions (and there are others) illustrate a broader principle governing cases in which the benefit of some apparently absolute legal principle has been obtained by dishonesty. But what the cases do have in common is that the separate legal personality is being disregarded in order to obtain a remedy against someone other than the company in respect of a liability which would otherwise be that of the company alone (if it existed at all). Shoreline Power offers a complete range of power generation equipments in modular / static form for rapid deployment and possesses the manpower to provide total power management. A limited supply of COVID-19 vaccinations is available! In the converse case, where it is sought to convert the personal liability of the owner or controller into a liability of the company, it is usually more appropriate to rely upon the concepts of agency and of the "directing mind". More to Read: FAQ on Seattle’s Reopening Status // FAQ on Seattle Street Safety Updated: Monday, January 11, 2021 COVID-19 Global Pandemic . In recognition that the greatest development challenges facing African nations in the 21st century concern access to affordable energy and power resources, Petrodel Resources Limited and Shoreline Power Company Limited are pleased to announce the formalisation of their strategic co-operation in a joint venture. This article will critically evaluate the significance of the Prest v Petrodel Resources Ltd decision in light of the corporate veil doctrine. In the weeks preceding the Supreme Court’s decision in Petrodel Resources Ltd v Prest, 1 the case was the subject of much attention and commentary, both in the media and legal circles. What we have in this case is a desire to disregard the separate legal personality of the companies in order to impose upon the companies a liability which can only be that of the husband personally. He had set up number of companies. For specific statutory purposes, a company's legal responsibility may be engaged by the acts or business of an associated company. [...] They have led judges of the Family Division to adopt and develop an approach to company owned assets in ancillary relief applications which amounts almost to a separate system of legal rules unaffected by the relevant principles of English property and company law. The impropriety must be linked to the use of the company structure to avoid or conceal liability. 18. In order to pierce the veil, both control by the wrongdoer and impropriety must be demonstrated.  In Canada, "[t]he law on when a court may … '[lift] the corporate veil' … follows no consistent principle". If you would like more information on the joint venture between Petrodel and Shoreline Power or to schedule an interview please contact: Would you like to make this site your homepage? Prest (Appellant) v Petrodel Resources Limited and others (Respondents) Judgment date. I would be surprised if that were not often the case. 21 JHY Chan, ‘Should ‘Reverse Piercing’ of the Corporate Veil be Introduced in English Law’ (2014) Comp Law 35(6) 163-171, 163. Also as he said in VTB Capital plc v Nutritek International Corp it is wrong to foreclose all future possibilities of piercing the veil. The veil can only be pierced if there is impropriety. It is a very specific statutory power to order one spouse to transfer property to which he is legally entitled to the other spouse. But it has been applied altogether more generally, in cases which can be rationalised only on grounds of public policy, for example to justify setting aside a public act such as a judgment, which is in no sense consensual, a jurisdiction which has existed since at least 1775. He said there was only a limited power to pierce the corporate veil, namely when people were under an existing legal obligation which is deliberately evaded. The company’s business volume has grown at a steady rate and Shoreline Power Company Limited has increased its customer base both among Government establishments as well as private industries. This principle is frequently referred to as 'piercing' or 'lifting the corporate veil'. In civil law jurisdictions, the juridical basis of the exceptions is generally the concept of abuse of rights, to which the International Court of Justice was referring in In re Barcelona Traction, Light and Power Co Ltd when it derived from municipal law a limited principle permitting the piercing of the corporate veil in cases of misuse, fraud, malfeasance or evasion of legal obligations. A veil could be pierced only for the purpose of depriving the company or its controller of the advantage they would otherwise obtain from the company’s separate legal personality. All people over 65 years old and all people over 50 years old who cannot live independently are currently eligible to get vaccinated. Examples are the provisions of the Companies Acts governing group accounts or the rules governing infringements of competition law by "firms", which may include groups of companies conducting the relevant business as an economic unit.  In Australia, "there is no common, unifying principle, which underlies the occasional decision of courts to pierce the corporate veil", and that "there is no principled approach to be derived from the authorities". Property legally vested in a company may belong beneficially to the controller, if the arrangements in relation to the property are such as to make the company its controller's nominee or trustee for that purpose. where a person who owns and controls a company is said in certain circumstances to be identified with it in law by virtue of that ownership and control. I should first of all draw attention to the limited sense in which this issue arises at all. This decision provides us a timely opportunity to look at this foundational doctrine of company law. That must now cease. These considerations reflect the broader principle that the corporate veil may be pierced only to prevent the abuse of corporate legal personality. Thorpe LJ (a former judge of the Family Division) dissented, and said the following. But under MCA 1973 s 24(1)(a) ancillary relief was wider. The foundations of the Petrodel business are firmly embedded in long term relationships developed through investment in the people’s of the African continent. The same legal incidents will not necessarily apply if they are not. The company was established 15 years ago and is engaged in business in over 20 African nations. Amongst them is his invocation of company law measures in an endeavour to achieve his irresponsible and selfish ends. The corporate veil is a metaphorical phrase, established in the landmark case of Salomon v Salomon & Co Ltd 6 . Claim by Mrs. Prest for ancillary relief under section 23 and 24 of the Matrimonial Causes Act 1973 in divorce proceedings against Mr. Prest. If someone did try to frustrate a claim, the MCA 1973 section 37 made provision for setting aside certain dispositions. It is only right to acknowledge that this limited doctrine may not, on analysis, be limited to piercing the corporate veil. Prest v Petrodel Resources Ltd  UKSC 34 is a leading UK company law decision of the UK Supreme Court concerning the nature of the doctrine of piercing the corporate veil, resulting trusts and equitable proprietary remedies in the context of English family law. ADVANCED DRILLING SOLUTIONS PETRODEL is an industry leader in the delivery of oilfield services. In this case the reality is plain. The principle is mainly familiar in the context of contracts and other consensual arrangements, in which the effect of fraud is to vitiate consent so that the transaction becomes voidable ab initio. But when we speak of piercing the corporate veil, we are not (or should not be) speaking of any of these situations, but only of those cases which are true exceptions to the rule in Salomon v A Salomon & Co Ltd, i.e. Because Mr Prest’s properties were worth £37.5 million, Mrs Prest’s fair award was valued at £17.5m. Neutral citation number  UKSC 34. He ordered Mr Prest to transfer to the wife six properties and an interest in a seventh which were held in the name of two of the husband’s companies. Student I'D: 694321The judgment of the Supreme Court in the case Prest v Petrodel Resources Ltd 5 represents a consistent reluctance against disregarding the corporate veil. A company may be a façade even though originally incorporated without deceptive intent. 92. Given the often peculiar nature and risk profile of much of the African continent’s business counterparts, the Petrodel focus has evolved from economies of scale trading, to energy asset investment and risk management and, in so doing, finding tailor-made solutions for counterparts and countries from which the classic banking and lending institutions have shied away. Better Business Bureau helps Washington consumers find businesses and charities they can trust. Prest v Petrodel Resources Ltd emphasises the importance of properly and transparently running companies. It was of key interest as it was a legal cross over between family law and company law. It is not an abuse to cause a legal liability to be incurred by the company in the first place. 161. The Supreme Court in Prest v Petrodel Resources Ltd reviewed the principles of English law which determine in what circumstances, if any, a court may disregard the corporate veil of a company and attribute to its members the legal consequences of the company's acts. The jurisdiction that Munby J purported to recognise would, however, cut across the statutory schemes of company and insolvency law that protected people dealing with a company. Lord Walker said he welcomed "the full discussion in the judgments of Lord Neuberger, Lady Hale, Lord Mance and Lord Sumption" and concluded with the following. But it has a variety of specific principles which achieve the same result in some cases. , Ms Yasmin Prest claimed under Matrimonial Causes Act 1973 sections 23 and 24 for ancillary relief against the offshore companies solely owned by Mr Michael Prest. The court therefore had jurisdiction to make a transfer order. Prest v Petrodel. In re Barcelona Traction, Light and Power Co Ltd, VTB Capital plc v Nutritek International Corp, R v Inland Revenue Comrs, Ex p Coombs (TC) & Co, R v Secretary of State for the Home Department, Ex p Puttick, Welwyn Hatfield Borough Council v Secretary of State for Communities and Local Government. Tim Le Breton Petrodel Resources MD says ‘We have identified our role in the African market and whilst we are currently active in Nigeria, Tanzania, Uganda, The DRC and South Africa the goal is the creation of a Pan African energy and power resource providing affordable energy and power to the people’s of the African Continent’. Kosmopoulos v. Constitution Insurance Co. "UK divorce ruling removes protection from some offshore assets", "Oil tycoon's wife warns husbands should 'beware' after landmark divorce victory", "Supreme court rules against oil trader in divorce case", https://en.wikipedia.org/w/index.php?title=Prest_v_Petrodel_Resources_Ltd&oldid=993671061, Supreme Court of the United Kingdom cases, United Kingdom corporate personality case law, Creative Commons Attribution-ShareAlike License. If the law permits him so to do it defeats the Family Division judge's overriding duty to achieve a fair result. There had been no evidence that Mr Prest had set up the companies to avoid any obligations in these divorce proceedings, so there was no ground for piercing the corporate veil. Petrodel Resources Limited and Shoreline Power Company Limited announce joint venture for integrated energy and power projects. , Moylan J, in the Family Division of the High Court, held that Mr Prest had the ability to transfer the properties in practice, so he was “entitled” to them under MCA 1973 s 24(1)(a). Tim Le Breton Petrodel Resources MD says ‘We have identified our role in the African market and whilst we are currently active in Nigeria, Tanzania, Uganda, The DRC and South Africa the goal is the creation of a Pan African energy and power resource providing affordable energy and power to the people’s of the African Continent’. Even where there was no unconnected third party interest the veil could not be pierced only because it is necessary in the interests of justice. Lord Sumption gave the first judgment. The decision in Prest overhauled the court’s previous precedent… That was only possible because the companies were wholly owned and controlled by the husband and there were no third party interests.  Or to abrogate a right derived from a legal status, such as marriage. The relatively short and significant judgment in the Supreme Court case of Prest v Petrodel Resources Ltd has gathered vociferous interest from academics and practitioners. So, MCA 1973 section 24 did not give judges power to order Mr Prest to transfer property that he was not entitled to in law. UKSC 2013/0004. One of these principles is that the law defines the incidents of most legal relationships between persons (natural or artificial) on the fundamental assumption that their dealings are honest. Fraud cuts through everything. The court is careful not to find fraud unless it is distinctly pleaded and proved; but once it is proved, it vitiates judgments, contracts and all transactions whatsoever…". The argument is that that is a power which can, because the husband owns and controls these companies, be exercised against the companies themselves. The principle is properly described as a limited one, because in almost every case where the test is satisfied, the facts will in practice disclose a legal relationship between the company and its controller which will make it unnecessary to pierce the corporate veil. 83. In Prest v Petrodel  UKSC 34 the English Supreme Court undertook a review of the principles of English law which determine in what circumstances, if any, a court may set aside the separate legal personality of a company from its members and attribute to its members the legal consequences of the company’s acts.  Mr Prest contended that he was not entitled to the properties. No judgment of a court, no order of a Minister, can be allowed to stand if it has been obtained by fraud. This did invoke property concepts with established meanings, and did not mean something different in matrimonial proceedings. Judgment details. The Petrodel business is focused on bringing value added to Africa’s oil and gas sector. In so far as it is based on "fraud unravels everything", as discussed by Lord Sumption in para 18, the formulation simply involves the invocation of a well-established principle, which exists independently of the doctrine. There is a range of situations in which the law attributes the acts or property of a company to those who control it, without disregarding its separate legal personality. Central to Prest was the extent to which property held by a company controlled by a party Facts. 52. Paradise Papers - Nevis corporate registry Entity: PETRODEL RESOURCES (NEVIS) LTD. This is a case with regard to family law. However, because Mr Prest had been "entitled" to the assets of his companies under a resulting trust, under the Matrimonial Causes Act 1973 section 24 the court had jurisdiction to transfer half the value of the properties to Mrs Prest. And if the formulation is intended to go wider than the application of "fraud unravels everything", it seems to me questionable whether it would be right for the court to take the course of arrogating to itself the right to step in and undo transactions, save where there is a well-established and principled ground for doing so. Lord Mance emphasised that future possible situations where the veil could be pierced should not be foreclosed. Petrodel Resources Ltd. | 26 followers on LinkedIn. Prest v Petrodel Resources Ltd concerned the financial settlement following the divorce of a Nigerian oil trader, Michael Prest, and his wife Yasmin. This is not a liability under the general law, for example for breach of contract. The case of Prest v Petrodel Resources Limited and Others  UKSC 34 has been a battle, through the English High Court, Court of Appeal and Supreme Court, between the principles of corporate integrity on the one hand and fairness on divorce on the other, as much as between Mr and Mrs Prest and the companies in which Mr Prest had an interest. This page was last edited on 11 December 2020, at 21:21. The business is geared towards driving the modernisation and rehabilitation programme of Nigeria’s power generation, transmission and distribution infrastructure. However, in the recent landmark decision of Prest v Petrodel Resources Ltd and others  UKSC 34 (“Prest v Petrodel”), the UK Supreme Court has attempted to clearly enunciate the core legal principles behind piercing the corporate veil.  In New Zealand, "'to lift the corporate veil' … is not a principle. He agreed that Munby J in Ben Hashem v Al Shayif was correct that the veil could only be pierced where all other possibilities were exhausted. I conclude that there is a limited principle of English law which applies when a person is under an existing legal obligation or liability or subject to an existing legal restriction which he deliberately evades or whose enforcement he deliberately frustrates by interposing a company under his control. A clear divide emerged between family practitioners, who warned of a ‘cheat’s charter’, and company practitioners keen to protect the long-established principle of separate corporate personality.  He said the following. Of course in so operating them husband ignored all company law requirements and checks. He noted that in other Commonwealth countries there was also little consensus. The Supreme Court unanimously overturned the Court of Appeal and held that Mr Prest beneficially owned the assets of the Petrodel Resources Ltd companies under a resulting trust because he contributed to their purchase price. 20 E Roxburgh, ‘Prest v Petrodel Resources Ltd: Cold Comfort for Mrs Prest in Scotland’ (2013) SLT 32 223-225, 225.  In conclusion he said the following. Such a course is, I would have thought, at least normally, a matter for the legislature.... Lady Hale gave a judgment concurring in the result, with which Lord Wilson agreed, though added a qualification to Lord Sumption's decision. They had married in 1993 and divorced in 2008. Piercing The Corporate Veil: Prest Vs Petrodel Resources The Supreme Court has handed down a landmark judgement in favour of Mrs Prest in high profile matrimonial dispute.  The same was true under the MCA 1973 s 24. The metaphor of piercing was thought to be unhelpful by most of the judges in the Supreme Court. Petrodel and Shoreline know from experience that the challenges and demands that face Africa today are unique and as such require tenable solutions which can only be provided by companies like Petrodel and Shoreline who are prepared to make a long term commitment to the continent while at the same time adhering to the highest professional standard in corporate governance. Appeal from – Petrodel Resources Ltd and Others v Prest and Others CA 26-Oct-2012 The parties had disputed ancillary relief on their divorce. The authorities show that there are limited circumstances in which the law treats the use of a company as a means of evading the law as dishonest for this purpose. One of Mr Prest’s failings was to provide funding without properly documented loans or capital subscription. 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