Woolfson v Strathclyde Regional Council

Woolfson v Strathclyde Regional Council [1978] UKHL 5 is a UK company law case concerning piercing the corporate veil.

A bridal clothing shop at 53-61 St George's Road was compulsorily purchased by the Glasgow Corporation.

Lord Keith upheld the decision of the Scottish Court of Appeal, refusing to follow and doubting DHN v Tower Hamlets BC.

The one situation where the veil could be lifted was whether there are special circumstances indicating that the company is a ‘mere façade concealing the true facts’.

I can see no grounds whatever, upon the facts found in the special case, for treating the company structure as a mere façade, nor do I consider that the D.H.N.

The position there was that compensation for disturbance was claimed by a group of three limited companies associated in a wholesale grocery business.

I have some doubts whether in this respect the Court of Appeal properly applied the principle that it is appropriate to pierce the corporate veil only where special circumstances exist indicating that is a mere façade concealing the true facts.

Here, on the other hand, the company that carried on the business, Campbell, has no sort of control whatever over the owners of the land, Solfred and Woolfson.

In my opinion there is no basis consonant with principle upon which on the facts of this case the corporate veil can be pierced to the effect of holding Woolfson to be the true owner of Campbell's business or of the assets of Solfred.Lords Wilberforce, Fraser and Russell and Dundy concurred.