You are on page 1of 1

For the principle highlighted from the case of The Albazero, the principle in short identified where there

is no general principle that all companies in a group of companies are to be regarded as one, as each company in a group of companies is a separate legal entity possessed of separate legal rights and liabilities. From the case of Lee v Lees Air Farming, it became evident from the judgement that the company were 2 separate entities; there was no impediment to them being the parties to a contract. The principle of corporate personality identifies a company as existing on its own, where it can sue or be sued itself in its own name. Furthermore, the company holds its own property and is by itself liable for its own debts, as the benefit of limited liability is guaranteed to the shareholder. In the case of Macaura v Northen Assurance Co Ltd, held all the shares in a company, the House of Lords held that, when Macaura sold property to the company, he ceased to enjoy any legal or equitable interest in it. The property was wholly and completely owned by the company. Since shareholders have no rights in property owned by the company, they cannot take out an insurance policy in respect of it. So, here, when the property was destroyed by fire, it was held that Macaura could not claim on his insurance policies as they were invalid. The Court of Appeal (reversing the decision of David Eady QC) in the case of Barakot Ltd v Epiette Ltd, held that a sole, beneficial shareholder and the company were separate legal entities and were not to be treated as privies for the purpose of the doctrine of res judicata (a matter (already judged). This meant, in effect, that, simply because proceedings which a shareholder had brought against a third party for the recovery of certain sums of money had been dismissed, did not preclude the company bringing proceedings itself against the third party in respect of the same money. Both the shareholder and the company had claimed separate agreements with the third party, which they sought to enforce. The separation of the shareholders from the company also underlies decisions such as Kuwait Asia Bank EC v National Mutual Life Nominees Ltd, where it was held that the shareholders, when appointing or nominating directors to the board, owe no duty of care to third parties who may deal with the company and suffer loss as a result of the negligence of those directors, and Northern Counties Securities Ltd v Jackson & Steeple Ltd, where it was held that shareholders owe no duty to the company when voting in general meeting and could not be compelled to vote in a particular way, even though the resolution passed as a result of the vote may put the company in contempt of court.

You might also like