"Piercing the Corporate Veil" and the "Remedial Constructive Contract"

Aitken, Lee (2013) "Piercing the Corporate Veil" and the "Remedial Constructive Contract". Law Quarterly Review, 129 1: 21-24.

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Name Description MIMEType Size Downloads
Author Aitken, Lee
Title "Piercing the Corporate Veil" and the "Remedial Constructive Contract"
Journal name Law Quarterly Review   Check publisher's open access policy
ISSN 0023-933X
Publication date 2013-01
Sub-type Article (original research)
Open Access Status
Volume 129
Issue 1
Start page 21
End page 24
Total pages 4
Editor Francis M. B. Reynolds
Place of publication London, United Kingdom
Publisher Sweet & Maxwell
Collection year 2014
Language eng
Subject C1
180105 Commercial and Contract Law
Formatted abstract
Ever since Saloman v Saloman [1897] A.C. 22, commentators have inveighed against the perfidy inherent in permitting a company to have a juristic independence from those who promote, direct, or hold shares in it. (The dichotomy gives rise to endless problems: "Phoenix" companies, unsecured creditors, irresponsible directors; but it also permits the Schumpeterian destruction which is at the very heart of capitalism since it expressly contemplates that only limited capital will be lost on a company’s demise, and its founders may lick their wounds and start afresh without the odium of a bankruptcy which will inevitably follow the destruction of a partnership.) Nevertheless, there is a thin catena of authority which contemplates "piercing the corporate veil": to give the go-by to the difference juristically between the company, and its members, and impose liability on the latter directly, notwithstanding that the company was the relevant moving party in the transaction.

Two recent decisions have demonstrated anew the fundamental distinction in law between the company and its members...
Keyword Contractual liability
Corporate personality
Fraudulent misrepresentation
Loan agreements
Q-Index Code C1
Q-Index Status Confirmed Code
Institutional Status Non-UQ

Document type: Journal Article
Sub-type: Article (original research)
Collections: Non HERDC
TC Beirne School of Law Publications
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Created: Mon, 24 Feb 2014, 13:17:54 EST by Carmen Buttery on behalf of T.C. Beirne School of Law