Salomon v Salomon Co Ltd(1897)

2009-05-17 10:42 pm
請問可否幫忙用簡單英文答, 唔該!
Arguably, the case Salomon v Salomon Co Ltd(1897) stands as the cornerstone of modern co law.

Discuss
(a) the case and the ruling delivered (我吾明解這意思)
(b) the legal consequences of the Salomon principle

書有以下資料 :
The principles of a separate legal personality and the limited liability of the company's members were settled in the leading case of Salomon v Salomon (1897).

Salomon sold his shoe-manufacturing business for $39,000 to a company in which he, his wife and five children were the only shareholders. $10,000 of this amount was treated as a secured loan from the company to Salomon.. The company went into liquidation and as a secured creditor Salomon was paid first out of the company's assets leaving nothing for the unsecured creditors who were left being owed $7,000. It "was held by the House of Lords that Salomon was not the agent of the company, nor had he defrauded the other creditors or shareholders, and the profit he had made from selling the business to the company being fully disclosed he was entitled to be paid first out of the assets of the company as a secured creditor. Lord Macnaughton explained the principle in this way:

"The company is at law a different person altogether from the subscribers to the memorandum; and although it might be that after incorporation the business is precisely the same as it was before and the same persons are the managers and the same hands receive the profits, the company is not in law the agent of the subscribers or trustee for them. Nor are the subscribers as members liable, in any shape or form, except to the extent and in the manner provided by the Act."

回答 (1)

2009-05-19 5:12 am
✔ 最佳答案
In regarding to 1, you can see from the case that Salomon and Salomon and Co Ltd were operated by the same persons. They have the same owners. The business for both companies were same. The profits of both companies were in the hands of the same persons. However, they are two different companies in accordance with Companies Act. Analysis of why they are two companies is due to Salomon and Co Ltd was incorporated under the Companies Act and was not the agent of Salomon. Therefore, the rule delivered an important principle that a limited company is separated from its shareholders and is a legal person under the law.

In regarding to 2, it clarified how to apply the principle of the legal person and affect the decision of latter case, such as Macaura v Northern Assurance Co Ltd (1925) UK, Good Profit Development Ltd v Leung Hoi (1993) HK and Lee v Lee's Air Farming Ltd (1961).


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