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company law assignment

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B
blessed Jairos Matandire

The document is a response to an assignment question regarding the statement made in Salomon v Salomon regarding a company being a separate legal person from its members or shareholders. The response provides a detailed analysis of the legal development of corporate personality since Salomon, noting that while courts are generally reluctant to pierce the corporate veil, there are exceptions where the veil may be lifted, including for fraud, improper conduct, or where the company is being used as a sham or alter ego. The response examines relevant case law and statutes in both Zimbabwe and other jurisdictions and concludes that while the separate legal personality principle remains intact, the law regarding lifting the corporate veil remains unsettled and applied on a case-by-case basis depending on the

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UNIVERSITY OF ZIMBABWE FACULTY OF LAW: DEPARTMENT OF PRIVATE LAW NAME MATANDIRE JAIROS BLESSED REG R135960H COURSE LAW OF PUBLIC AND PRIVATE ENTERPRISES (LB012) LECTURER MR B MUSHOHWE Question “ The Co is at law a different person altogether from the subscribers to the memorandum and though it may be that after incorporation the business is precisely the same as it was before, the same persons are managers, and the same hands receive the profits , the Co is not in law the agent of the subscribers or trustee for them. Nor are the subscribers as members in any way, form or shape except to the extent and in the manner provided by the Act. That l think is the declared intention of the enactment” per Lord MacNaughten in Salomon v Salomon & Co Ltd 1897 AC 22 Critically discuss the above statement in Salomon’s case in view of the legal development corporate personality. [20] Due date: 01 October 2015
It is a trite principle of law that if a company is incorporated in terms of the Companies Act it becomes a legal persona distinct from its corporators. The relationship of a shareholder to a Company, which is limited by shares is in itself the relation of a Principal and agent or the reverse, that the assets of a company belongs to it and the acts of its servants and agents are its own, the shareholders have no property in its assets and no personal responsibility for those acts. The Corporate personality of companies and limited liability of shareholders has its route in the ruling of the House of Lords in Salomon v Salomon where the courts emphasized that it will not normally look beyond the facade of the company to the shareholders who comprise it. In the ensuing discourse it shall be shown that the legislature can forge a sledgehammer capable of cracking open the corporate shell and that even without the aid of a legislative sledgehammer, courts have sometimes been prepared to ‘lift or pierce the corporate veil’1 in cases of fraud, abuse of corporate form, where the company is a sham, cloak or alter ego or where justice can otherwise not be done if the corporate personality of a company is not interfered with. It suffices to mention at this point as will be further enunciated that the law regarding lifting the corporate veil2 is not settled, it is incoherent and unprincipled3 . In Zimbabwe the legislature has fully recognised the separate existence of a corporate from its corporators, section 9 of the Companies Act provides that upon incorporation, “a company shall have the capacity and powers of a natural person of full capacity in so far as the body corporate is capable of exercising such rights4 ”, this means that a company can 1 Gower 2 Lifting the corporate veil means disregarding the dichotomy between a company and a natural person behind it and attributing liability to that person where he has abused corporate personality as per Cape Pacific v Lubner Controlling Investments(pty) ltd & others 1995 (4)SA 790 3 J Farrar, ‘Fraud, Fairness and piercing the corporate veil’ (1990) 16 Canadian Business Law Journal 474,478 4 Section 9 of the Companies Act Chapter[24:03]
acquire rights and incur obligations on itself and can sue and be sued in its own name5 . This provision has its background in the English the case of Salomon v Salomon6 ,where despite Salomon being the sole beneficial shareholder (with six of his family members being shareholders also but his nominees) and was the sole director of the company, and as contented by the Plaintiff’s counsel he was inseparable from the company which was his agent or alter ego, the House of Lords ruled that the company and its members are two separate entities at law and absolved Mr Salomon from paying the liquidated company’s debts in his personal capacity, the same concept of separate legal persona of a company from its shareholders was applied in the case of Macaura v Northern Assurance Company Limited7 , where the sole and major shareholder claimed compensation from the insurance company in relation to the timber he personally insured and was destroyed by fire, he was held not to have an insurable interest in the assets of a company he owned, which also owed him a great sum of money, thereby making it apparent that a company and its shareholders are distinct persons and courts generally are reluctant to lift the veil of corporate personality. The courts are generally loath to disregard the veil of corporate personality and to find the directors and shareholders of a company personally liable for acts done by a company. The courts has no general discretion to disregard the company’ separate legal personality whenever the court considers it just to do as was observed in Mkombachoto v CBZ8 ,this was also clarified in Cape Pacific Ltd v Lubner Controlling Investments9 in these words, “ it is a salutary principle that courts should not lightly disregard a company’s separate personality, 5 Section 2 of Constitution of Zimbabwe[ Amendment no 20 Act 2013] 6 Salomon v Salomon & Co Ltd 1897 AC 22 at 51 7 Macaura v Northern Assurance Company limited [ 1925] AC 619 8 Mkombachoto V CBZ HH 10-2002 9 Cape Pacific v Lubner Control investments (pty) Ltd & Ors 1995 (4) SA 790
but it should strive to give effect to it, to do otherwise would negate and undermine the policy and principles that underpin the concept of separate corporate personality and the legal consequences that attach to it…”,showing the reluctance of the court to disregard the corporate veil, more so in the case of Amlin (pty) Ltd v Van Kooij10 ,Dlodlo J in his obiter dicta, opined that opening the curtains or piercing the corporate veil is rather a drastic remedy, for that reason it must be resorted to rather sparingly and indeed as the very last resort in circumstances where justice will not otherwise be done between the two litigants, it cannot be resorted to where there is an alternative remedy that can be successfully employed to administer justice between the parties, the guiding principle being that the veil is lifted only in exceptional circumstances. It is apparent that the dichotomy between a company , which is a juristic person and a figment of the law and a natural person behind it has been protected and respected by our courts. There are several instances where the companies Act provides for exceptions to the concept of corporate personality, in particular section 32, 58 ,59, 156, 201 and 318. Section 318 being the most important and vivid in showing that the veil of corporate personality is not inviolate, it provides that the directors and shareholders of a company are to be held responsible for fraudulent conduct of business, if it appears that any business of a company was being carried out either, recklessly, with gross negligence or with intent to defraud any person or for any fraudulent purpose. This provision is the greatest attempt by the legislature to protect creditors from abuse inherent in the strict application of the separate corporate existence and limited liability of directors and shareholders. In the case of Mayhew v Alcock11 , the meaning of section 318 was raised and the court declared that to render a director personally liable there must be an element of dishonesty in the manner he carried on business of the company, wherefore on the facts established certain transactions were undertaken for a fraudulent purpose and the decision to render the appellant personally liable was correct, hence the legislature’s sledgehammer was instrumental in cracking the corporate shell. At common law, fraud has frequently been relied on as a basis by which the courts can pierce the corporate veil, in the case of Orkin Bros Ltd v Bell12 ,the directors of a company were held personally liable to a seller who sold goods to a company at the instance of the 10 Amlin (pty) Ltd v Van Kooij 2008 (2) SA 558 11 Mayhew v Alcock 1991 (2) ZLR 203 12 Orkin Bros v Bell 1921 TPD 92
directors when they knew the company to be in insolvent circumstances and a totally unable to pay for its purchases, it appeared that the sole purpose of the transaction was to diminish the personal liability of the directors under a contract of suretyship, this constituted a fraud on the seller who obtained judgment against the directors personally. This view was in the Zimbabwean context elaborated in the case of Mkombachoto v CBZ13 , where the court failed to identify fraud and so could not lift the corporate veil and in the Canadian case of Clarkson v Zhelka14 , the court decided that if a company is formed for the express purpose of doing a wrong or unlawful act or if when it is formed, those in control expressly direct a wrongful thing to be done, the individuals as well as the company are responsible to those to whom liability is owed. It is clear that our courts are eager to lift the corporate veil where fraud has transpired in order to protect the company’s creditors and interested parties. The Courts have however been prepared to lift the corporate veil, under the alter ego doctrine, where the corporate is organised and operated as a mere tool or conduit of another corporation or individual as was the inquiry in the American case of O’Donnell v Weintraub15 , the court looked at the total dealings of the corporation and the individual to determine whether the corporate veil should be lifted, the specific factors looked at were the absence of corporate formalities, inadequate capitalisation and the degree to which corporate and individual property have been separated, amount of financial interest of the individual in the corporation, degree of control of the individual over the corporation and whether the individual has used the corporate for personal purposes, the positive finding justifying the lifting of the corporate veil. The alter ego doctrine was used to disregard the corporate veil in the case of Ebrahim v Airport Cold Storage ( pty) Ltd16 , where Mr Ebrahim and his father being the directors and major shareholders abused the corporate form through failing to keep proper books of records and using corporate finances for their own personal ends leading to its liquidation, were held personally liable to pay the company’s creditors amounts due to them. Thereby showing that at common law courts are ready to 13 supra 14 Clarkson v Zhelka [1967] OR 565 (64 DLR (2d) 57) 15 O’ Donnell v Weintraub 67 Cal Raptr 274 ( CA, 1968) at 277-8 16 Abraham v Airport Cold storage (pty) Ltd 2008 (6) SA 585 (SCA)
disregard the corporate shell through balancing the principle of separate personality against considerations arising from particular facts and favouring piercing the veil17 . Separate corporate existence has been disregarded, where a company is a sham, a cloak or façade to conceal the owner’s wrongdoings. In the case of Jones v Lipman,18 the defendant sold his land to his company to prevent a claim of specific performance, the learned Judge Russel J ,observed that the defendant company is the creature of the first defendant, a device and a sham, a mask to which he holds before his face in an attempt to avoid recognition in the eye of equity and proceeded to grant an equitable remedy against the company in order to do justice. Lifting of the corporate veil and unmasking the shareholder hiding behind it is succinctly illustrated in the case of Wallersteiner v Moir19 ,the defendant owned several companies and trusts and used them for personal purposes, Lord Denning MR had this to say “…even so, l am quite clear that they were just the puppets of Dr Wallersteiner, he controlled their every movement, each danced to his bidding, he pulled the strings, no one else got within reach of them, transformed into legal language, they were his agents to do as he commanded, he was the principal behind them… for those dealing he should be and is responsible”. Thus it is an established principle that courts will pierce the corporate veil where a company is simply the owner wearing another hat and a façade used to escape personal liability to the peril of creditors and investors20 . In conclusion, corporate personality and the limited liability of shareholders remains the backbone of company law since the Salomon case, the legislature our courts are reluctant to disregard the dichotomy which exists between companies and natural persons even if the interests of justice dictates so, the guiding principle being that the veil is limited only in 17 Daimler Co Ltd v Continental Tyre and Rubber Co Ltd [1916] 2 AC 307 the court pierced the corporate veil and declared a British incorporated company owned by Germans as an enemy through policy considerations 18 Jones v Lipman [1962] 1 WLR 832 19 Wallersteiner v Moir (No 1) [1947] 1 WLR 20 The Sheriff of the High Court v African Research Institute of Biomedical and Science Technology HC 90-883-13 – is almost similar to Wallesteneir v Moir, the court held the judgement debtor and a subsidiary company he owned to be one and the same person making execution of any of the properties competent and lawful
exceptional circumstances after balancing facts requiring lifting of the corporate veil and policy considerations. It should also be noted that the legislature and our courts have provided instances at which the veil of corporate personality can be lifted, such as abuse of corporate formalities, fraud, dishonesty and improper conduct, where the company is a cloak ,sham or façade and an alter ego of the shareholders and directors controlling it, the net result is that the law of lifting the corporate veil is still unsettled, incoherent and unprincipled, courts can simply choose a reason to pierce the corporate veil on an ad hoc basis albeit with necessary caution as to the consequences on the persons and policy considerations involved. BIBLIOGRAPHY STATUTES Companies Act [chapter 24:03] Constitution of Zimbabwe [Amendment No 20 Act 2013] Criminal Procedure and Evidence Act [9:07] Cases Referred to Salomon v Salomon & Co Ltd 1897 AC 22 Macaura v Northern Assurance Company limited [ 1925] AC 619 Mkombachoto V CBZ HH 10-2002 Cape Pacific v Lubner Control investments (pty) Ltd & Ors 1995 (4) SA 790 Amlin (pty) Ltd v Van Kooij 2008 (2) SA 558 Mayhew v Alcock 1991 (2) ZLR 203 Orkin Bros v Bell 1921 TPD 92 Clarkson v Zhelka [1967] OR 565 (64 DLR (2d) 57) O’ Donnell v Weintraub 67 Cal Raptr 274 ( CA, 1968) at 277-8 Abraham v Airport Cold storage (pty) Ltd 2008 (6) SA 585 (SCA) Daimler Co Ltd v Continental Tyre and Rubber Co Ltd [1916] 2 AC 307 Jones v Lipman [1962] 1 WLR 832
Wallersteiner v Moir (No 1) [1947] 1 WLR The Sheriff of the High Court v African Research Institute of Biomedical and Science Technology HC 90-883-13 BOOKS Gower’s Principles of Modern Company Law (1995, Sweet & Maxwell, London) HS Cilliers et al Corporate Law (1992, Butterworths, Durban)

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company law assignment

  • 1. UNIVERSITY OF ZIMBABWE FACULTY OF LAW: DEPARTMENT OF PRIVATE LAW NAME MATANDIRE JAIROS BLESSED REG R135960H COURSE LAW OF PUBLIC AND PRIVATE ENTERPRISES (LB012) LECTURER MR B MUSHOHWE Question “ The Co is at law a different person altogether from the subscribers to the memorandum and though it may be that after incorporation the business is precisely the same as it was before, the same persons are managers, and the same hands receive the profits , the Co is not in law the agent of the subscribers or trustee for them. Nor are the subscribers as members in any way, form or shape except to the extent and in the manner provided by the Act. That l think is the declared intention of the enactment” per Lord MacNaughten in Salomon v Salomon & Co Ltd 1897 AC 22 Critically discuss the above statement in Salomon’s case in view of the legal development corporate personality. [20] Due date: 01 October 2015
  • 2. It is a trite principle of law that if a company is incorporated in terms of the Companies Act it becomes a legal persona distinct from its corporators. The relationship of a shareholder to a Company, which is limited by shares is in itself the relation of a Principal and agent or the reverse, that the assets of a company belongs to it and the acts of its servants and agents are its own, the shareholders have no property in its assets and no personal responsibility for those acts. The Corporate personality of companies and limited liability of shareholders has its route in the ruling of the House of Lords in Salomon v Salomon where the courts emphasized that it will not normally look beyond the facade of the company to the shareholders who comprise it. In the ensuing discourse it shall be shown that the legislature can forge a sledgehammer capable of cracking open the corporate shell and that even without the aid of a legislative sledgehammer, courts have sometimes been prepared to ‘lift or pierce the corporate veil’1 in cases of fraud, abuse of corporate form, where the company is a sham, cloak or alter ego or where justice can otherwise not be done if the corporate personality of a company is not interfered with. It suffices to mention at this point as will be further enunciated that the law regarding lifting the corporate veil2 is not settled, it is incoherent and unprincipled3 . In Zimbabwe the legislature has fully recognised the separate existence of a corporate from its corporators, section 9 of the Companies Act provides that upon incorporation, “a company shall have the capacity and powers of a natural person of full capacity in so far as the body corporate is capable of exercising such rights4 ”, this means that a company can 1 Gower 2 Lifting the corporate veil means disregarding the dichotomy between a company and a natural person behind it and attributing liability to that person where he has abused corporate personality as per Cape Pacific v Lubner Controlling Investments(pty) ltd & others 1995 (4)SA 790 3 J Farrar, ‘Fraud, Fairness and piercing the corporate veil’ (1990) 16 Canadian Business Law Journal 474,478 4 Section 9 of the Companies Act Chapter[24:03]
  • 3. acquire rights and incur obligations on itself and can sue and be sued in its own name5 . This provision has its background in the English the case of Salomon v Salomon6 ,where despite Salomon being the sole beneficial shareholder (with six of his family members being shareholders also but his nominees) and was the sole director of the company, and as contented by the Plaintiff’s counsel he was inseparable from the company which was his agent or alter ego, the House of Lords ruled that the company and its members are two separate entities at law and absolved Mr Salomon from paying the liquidated company’s debts in his personal capacity, the same concept of separate legal persona of a company from its shareholders was applied in the case of Macaura v Northern Assurance Company Limited7 , where the sole and major shareholder claimed compensation from the insurance company in relation to the timber he personally insured and was destroyed by fire, he was held not to have an insurable interest in the assets of a company he owned, which also owed him a great sum of money, thereby making it apparent that a company and its shareholders are distinct persons and courts generally are reluctant to lift the veil of corporate personality. The courts are generally loath to disregard the veil of corporate personality and to find the directors and shareholders of a company personally liable for acts done by a company. The courts has no general discretion to disregard the company’ separate legal personality whenever the court considers it just to do as was observed in Mkombachoto v CBZ8 ,this was also clarified in Cape Pacific Ltd v Lubner Controlling Investments9 in these words, “ it is a salutary principle that courts should not lightly disregard a company’s separate personality, 5 Section 2 of Constitution of Zimbabwe[ Amendment no 20 Act 2013] 6 Salomon v Salomon & Co Ltd 1897 AC 22 at 51 7 Macaura v Northern Assurance Company limited [ 1925] AC 619 8 Mkombachoto V CBZ HH 10-2002 9 Cape Pacific v Lubner Control investments (pty) Ltd & Ors 1995 (4) SA 790
  • 4. but it should strive to give effect to it, to do otherwise would negate and undermine the policy and principles that underpin the concept of separate corporate personality and the legal consequences that attach to it…”,showing the reluctance of the court to disregard the corporate veil, more so in the case of Amlin (pty) Ltd v Van Kooij10 ,Dlodlo J in his obiter dicta, opined that opening the curtains or piercing the corporate veil is rather a drastic remedy, for that reason it must be resorted to rather sparingly and indeed as the very last resort in circumstances where justice will not otherwise be done between the two litigants, it cannot be resorted to where there is an alternative remedy that can be successfully employed to administer justice between the parties, the guiding principle being that the veil is lifted only in exceptional circumstances. It is apparent that the dichotomy between a company , which is a juristic person and a figment of the law and a natural person behind it has been protected and respected by our courts. There are several instances where the companies Act provides for exceptions to the concept of corporate personality, in particular section 32, 58 ,59, 156, 201 and 318. Section 318 being the most important and vivid in showing that the veil of corporate personality is not inviolate, it provides that the directors and shareholders of a company are to be held responsible for fraudulent conduct of business, if it appears that any business of a company was being carried out either, recklessly, with gross negligence or with intent to defraud any person or for any fraudulent purpose. This provision is the greatest attempt by the legislature to protect creditors from abuse inherent in the strict application of the separate corporate existence and limited liability of directors and shareholders. In the case of Mayhew v Alcock11 , the meaning of section 318 was raised and the court declared that to render a director personally liable there must be an element of dishonesty in the manner he carried on business of the company, wherefore on the facts established certain transactions were undertaken for a fraudulent purpose and the decision to render the appellant personally liable was correct, hence the legislature’s sledgehammer was instrumental in cracking the corporate shell. At common law, fraud has frequently been relied on as a basis by which the courts can pierce the corporate veil, in the case of Orkin Bros Ltd v Bell12 ,the directors of a company were held personally liable to a seller who sold goods to a company at the instance of the 10 Amlin (pty) Ltd v Van Kooij 2008 (2) SA 558 11 Mayhew v Alcock 1991 (2) ZLR 203 12 Orkin Bros v Bell 1921 TPD 92
  • 5. directors when they knew the company to be in insolvent circumstances and a totally unable to pay for its purchases, it appeared that the sole purpose of the transaction was to diminish the personal liability of the directors under a contract of suretyship, this constituted a fraud on the seller who obtained judgment against the directors personally. This view was in the Zimbabwean context elaborated in the case of Mkombachoto v CBZ13 , where the court failed to identify fraud and so could not lift the corporate veil and in the Canadian case of Clarkson v Zhelka14 , the court decided that if a company is formed for the express purpose of doing a wrong or unlawful act or if when it is formed, those in control expressly direct a wrongful thing to be done, the individuals as well as the company are responsible to those to whom liability is owed. It is clear that our courts are eager to lift the corporate veil where fraud has transpired in order to protect the company’s creditors and interested parties. The Courts have however been prepared to lift the corporate veil, under the alter ego doctrine, where the corporate is organised and operated as a mere tool or conduit of another corporation or individual as was the inquiry in the American case of O’Donnell v Weintraub15 , the court looked at the total dealings of the corporation and the individual to determine whether the corporate veil should be lifted, the specific factors looked at were the absence of corporate formalities, inadequate capitalisation and the degree to which corporate and individual property have been separated, amount of financial interest of the individual in the corporation, degree of control of the individual over the corporation and whether the individual has used the corporate for personal purposes, the positive finding justifying the lifting of the corporate veil. The alter ego doctrine was used to disregard the corporate veil in the case of Ebrahim v Airport Cold Storage ( pty) Ltd16 , where Mr Ebrahim and his father being the directors and major shareholders abused the corporate form through failing to keep proper books of records and using corporate finances for their own personal ends leading to its liquidation, were held personally liable to pay the company’s creditors amounts due to them. Thereby showing that at common law courts are ready to 13 supra 14 Clarkson v Zhelka [1967] OR 565 (64 DLR (2d) 57) 15 O’ Donnell v Weintraub 67 Cal Raptr 274 ( CA, 1968) at 277-8 16 Abraham v Airport Cold storage (pty) Ltd 2008 (6) SA 585 (SCA)
  • 6. disregard the corporate shell through balancing the principle of separate personality against considerations arising from particular facts and favouring piercing the veil17 . Separate corporate existence has been disregarded, where a company is a sham, a cloak or façade to conceal the owner’s wrongdoings. In the case of Jones v Lipman,18 the defendant sold his land to his company to prevent a claim of specific performance, the learned Judge Russel J ,observed that the defendant company is the creature of the first defendant, a device and a sham, a mask to which he holds before his face in an attempt to avoid recognition in the eye of equity and proceeded to grant an equitable remedy against the company in order to do justice. Lifting of the corporate veil and unmasking the shareholder hiding behind it is succinctly illustrated in the case of Wallersteiner v Moir19 ,the defendant owned several companies and trusts and used them for personal purposes, Lord Denning MR had this to say “…even so, l am quite clear that they were just the puppets of Dr Wallersteiner, he controlled their every movement, each danced to his bidding, he pulled the strings, no one else got within reach of them, transformed into legal language, they were his agents to do as he commanded, he was the principal behind them… for those dealing he should be and is responsible”. Thus it is an established principle that courts will pierce the corporate veil where a company is simply the owner wearing another hat and a façade used to escape personal liability to the peril of creditors and investors20 . In conclusion, corporate personality and the limited liability of shareholders remains the backbone of company law since the Salomon case, the legislature our courts are reluctant to disregard the dichotomy which exists between companies and natural persons even if the interests of justice dictates so, the guiding principle being that the veil is limited only in 17 Daimler Co Ltd v Continental Tyre and Rubber Co Ltd [1916] 2 AC 307 the court pierced the corporate veil and declared a British incorporated company owned by Germans as an enemy through policy considerations 18 Jones v Lipman [1962] 1 WLR 832 19 Wallersteiner v Moir (No 1) [1947] 1 WLR 20 The Sheriff of the High Court v African Research Institute of Biomedical and Science Technology HC 90-883-13 – is almost similar to Wallesteneir v Moir, the court held the judgement debtor and a subsidiary company he owned to be one and the same person making execution of any of the properties competent and lawful
  • 7. exceptional circumstances after balancing facts requiring lifting of the corporate veil and policy considerations. It should also be noted that the legislature and our courts have provided instances at which the veil of corporate personality can be lifted, such as abuse of corporate formalities, fraud, dishonesty and improper conduct, where the company is a cloak ,sham or façade and an alter ego of the shareholders and directors controlling it, the net result is that the law of lifting the corporate veil is still unsettled, incoherent and unprincipled, courts can simply choose a reason to pierce the corporate veil on an ad hoc basis albeit with necessary caution as to the consequences on the persons and policy considerations involved. BIBLIOGRAPHY STATUTES Companies Act [chapter 24:03] Constitution of Zimbabwe [Amendment No 20 Act 2013] Criminal Procedure and Evidence Act [9:07] Cases Referred to Salomon v Salomon & Co Ltd 1897 AC 22 Macaura v Northern Assurance Company limited [ 1925] AC 619 Mkombachoto V CBZ HH 10-2002 Cape Pacific v Lubner Control investments (pty) Ltd & Ors 1995 (4) SA 790 Amlin (pty) Ltd v Van Kooij 2008 (2) SA 558 Mayhew v Alcock 1991 (2) ZLR 203 Orkin Bros v Bell 1921 TPD 92 Clarkson v Zhelka [1967] OR 565 (64 DLR (2d) 57) O’ Donnell v Weintraub 67 Cal Raptr 274 ( CA, 1968) at 277-8 Abraham v Airport Cold storage (pty) Ltd 2008 (6) SA 585 (SCA) Daimler Co Ltd v Continental Tyre and Rubber Co Ltd [1916] 2 AC 307 Jones v Lipman [1962] 1 WLR 832
  • 8. Wallersteiner v Moir (No 1) [1947] 1 WLR The Sheriff of the High Court v African Research Institute of Biomedical and Science Technology HC 90-883-13 BOOKS Gower’s Principles of Modern Company Law (1995, Sweet & Maxwell, London) HS Cilliers et al Corporate Law (1992, Butterworths, Durban)