company law -之所羅門事件

Question

問法律師公會,請告訴我究竟是犯什麼法律?

Answer 1

我唔知你犯咗咩法
不過，所羅門事件(saloman V salomon & Co Ltd (1897)A.C.22)
是Veil of Incorporation.內
要知道網上所講
可以click(冇我本書咁詳細)

至於，我本書就咁寫
Facts : Mr. Salomon had, for more than 30 years, carried on a sucessful business as a sole trader in the manufacture of boots and shoes. In 1892, he sold his business to a private limited company with the name 'A Saloman & Co Limited'. As partial consideration for the sale of the business, A Salomaon & Co Limited issued to Mr Salomon new shares and debentures secured by a floating charge on its assets. After the sales of the business, Mr Salomon continued to run the boot-making business in his capacity as a director of A Salomon & Co Limited. He was entitled to receive debenture interests and dividends payable by A Salomon & Co Limited in his capacity as a debenture holder and a member respectively.

As a result of an economic depression, A Salomon & Co Limited was put into liquidation. Its assets were insufficient to pay all its debts in full; howeverm it was able to repay Mr Salomon (the debenture holder) if he can enforce the floating charge created in his favour. In that case, the unsecured creditors would get nothing. The liquidator (on behalf of the unsecured creditors) suggested that A Salomon & Co Limited was Mr Salomon in another form, hence, he should not be paid in his capacity as a debenture holder. The liquidator wanted the court to ignore the fact that Mr Salomon had sold his business to a separate person with the name 'A Salomon & Co Limited'.

Held: It was held that once a company is legally incorporated, it must be treated like any other independent person with its rights and liabilities. The company is in law a different person altogether from the subscribers/members to the memorandum of association. Though the same person manages the business and receives the profit of the business after the incorporation of the compay, the company is in law a separate person from its members. Consequently, the business was owned by the company i.e., A Salomon & Co. Limited and its debts were liabilities of the company. Although Mr Salomon owned beneficially all the issued shares of the company, he could also be a secured creditor with enforceable rights against the company in that capacity.

件case就話，冇錢，不過，董事同是secued creditor /shareholder
清盤就是secued creditor 之後到unsecued creditor
最後到sharehloders

分完secued screditor冇錢分
d人就告佢，因為身份問題
不過法庭都話，按照salomon的最先次序