The difficulty which Diplock LJ expressed in Snook v London and West Riding Investments Ltd [1967] 2 QB 786, 802, as to the precise meaning of "sham" in connection with contracts, may be equally applicable to an expression such as "façade". The worldwide freezing injunction would be discharged, and it was unsatisfactory given the length of litigation. 126. Quite a few of them are tantalizingly held out to the reader, without an answer to them being given. Practitioners may feel this is something of a missed opportunity, but the net result is that other than closing down the Gramsci principle, the law in this area remains unchanged. At 1978 SLT 159, 161, Lord Keith suggested that the court could only take such a course "where special circumstances exist indicating that [the involvement of the company] is a mere façade concealing the true facts". Gramsci, which involved a fraudulent shipping charterparty scheme, has caused considerable uncertainty in commercial law and has been widely regarded as an over-extension of legal principle to provide justice on a fairly extreme set of facts. The appeal concerned two issues of significance to commercial law: first, the circumstances in which fraud claims involving foreign parties but relating to frauds allegedly perpetrated in England should be heard by the English courts; and second whether a claimant who has entered into a contract with a company as a result of a fraud practised by the company’s owners can “pierce the corporate veil” so as to sue the owners of the company under that contract. As Lord Mance put it, giving the leading judgment of the Court on the jurisdiction issue –, “The Albaforth line of authority is no doubt a useful rule of thumb or a prima facie starting point, which may in many cases also prove to give a final answer on the question whether jurisdiction should appropriately be exercised. Clare Arthurs and Alex Fox reflect on the Supreme Court judgment in Nutritek The Supreme Court clearly declined to extend the circumstances in which the corporate veil may be pierced. . The recent decision of the UK Supreme Court in VTB v Nutritek has attracted a great deal of attention and will be viewed as the leading modern authori We use cookies to enhance your experience on our website.By continuing to use our website, you are agreeing to our use of cookies. VTB entered into a loan agreement with a Russian company, RAP, under which VTB lent $225 million to allow RAP to buy a number of Russian dairy companies from Nutritek. There are numerous cases in which the English courts have allowed the shareholders of a company to be liable for its actions, notwithstanding the principle of separate corporate identity established in Salomon v Salomon [1897] AC 22. The government by English law of VTB's claims in tort, as held unanimously by this court and as explained in judgments above with which I agree. per Munby J in Ben Hashem, para 164, and per Sir Andrew Morritt V-C in Trustor, para 23. Lloyd LJ gave the judgment. However, a number of other exceptions exist which are wider in scope. VTB claimed that it was deceived into thinking that Russagroprom was not already under common control with Nutritek. As a consequence the Court ordered that the claim should not proceed in England and discharged a $200 million worldwide freezing order (“WFO“). The High Court wrongly concluded that Russian law governed the alleged torts, but it had considered the position if English law had been applicable and found this not to be favourable. In summary, therefore, the case for Mr Malofeev is that piercing the corporate veil is contrary to high authority, inconsistent with principle, and unnecessary to achieve justice. The ultimate over-arching principle is that stated in the Spiliada, and, if a court is not satisfied at the end of the day that England is clearly the appropriate forum, then permission to serve out must be refused or set aside.” (18). Whilst Lord Mance disagreed with Arnold J’s conclusion that the torts were commissioned in Russia, it would be “over-simplistic” – particularly in the context of an international commercial transaction – to presume jurisdiction based on place of commission alone. L Stockin ‘Piercing the corporate veil: reconciling R. v Sale, Prest v Petrodel Resources Ltd and VTB Capital Plc v Nutritek International Corp’ (2014) 35(12) Company Lawyer 363; C Taylor, Company Law (Pearson Education Ltd, Harlow 2009) Footnotes [1897] AC 22 (HL). Further, the existence of the principle is accepted by all the leading textbooks – see Palmer op. 145. 135. He said the following on the corporate veil point. Accordingly, in agreement with the Court of Appeal and for substantially the same reasons, I consider that VTB's contention represents an extension to the circumstances in which the court will pierce the corporate veil, and on analysis it is an extension which is contrary to authority and contrary to principle. The ultimate owner and controller of RAP (throug… Lord Neuberger, giving a concise judgment on the corporate veil issue, expressly overruled Gramsci and concluded that there was an “overwhelming” case (137) against extending the principle in this way. 133. VTB Capital PLC -v- Nutritek International Corp et al Claim No. Lord Wilson concurred with Lord Mance and Lord Neuberger. Discussion [11] I bear in mind, first, that the BVI order is a purely domestic order. When the borrower defaulted and became insolvent, VTB sought permission to sue Mr Malofeev, Nurtritek and other alleged group companies in England for deceit and conspiracy; and, to bolster its case on English jurisdiction, sought permission to pierce the corporate veil and include a claim against the Defendants for damages for breach of contract, claiming that RAP was a puppet company being used by Malofeev to orchestrate the fraud. 125. There is great force in the argument that that case represented an early attempt to pierce the veil of incorporation, and it failed, pursuant to a unanimous decision of the House of Lords, not on the facts, but as a matter of principle. After agreeing to sell a property to a purchaser, the vendor sold the same property to a company owned by him and his wife, and the purchaser obtained an order for specific performance against the company. He added that it was "impossible to say at the same time that there is a company and there is not.". A company should be treated as being a person by the law in the same way as a human being. cit, Gore-Browne on Companies at paras 7[3] to 7[6], Gower and Davies on Principles of Modern Company Law (8th ed) at paras 8-5 to 8-14, and Farrar's Company Law (4th ed), pp 69-78. In support of its argument in favour of English jurisdiction, VTB argued that there was a strong presumption in favour of English jurisdiction if the substance of a tort occurred in England (relying on the Court of Appeal’s decision in The Albaforth [1984] 2 Lloyds Rep 91, and the House of Lords decision in Berezovsky v Michaels [2000] 1 WLR 1004). The only case in that connection in the House of Lords, or Supreme Court, to which we were referred, was Woolfson v Strathclyde Regional Council 1978 SLT 159, a case where, on the facts, the House of Lords had no difficulty in rejecting an argument that the corporate veil could be pierced. By way of very brief summary, VTB contended that it had been induced into entering a $225m loan agreement (English law jurisdiction clause, non-exclusive, negotiated through VTB’s parent in Moscow) on the basis of fraudulent misrepresentations by a Russian businessman, Mr Konstantin Malofeev, who was alleged to be the ultimate owner of both the borrower / purchaser (RAP LLC, a Russian company) and the vendor (Nutritek) on an asset sale transaction. It is also difficult to explain the first instance decision in Kensington International Ltd v Republic of the Congo [2005] EWHC 2684 (Comm), [2006] 2 BCLC 296 on any basis other than the principle (but I am not at all sure that the case was rightly decided – see Continental Transfert Technique Ltd v Federal Government of Nigeria [2009] EWHC 2898 (Comm), paras 27-29). In my view, if the corporate veil is to be pierced, "the true facts" must mean that, in reality, it is the person behind the company, rather than the company, which is the relevant actor or recipient (as the case may be). However, courts have ‘lifted the veil’ in certain circumstances, such as when authorized by statute, in wartime and to prevent fraud. The decision in VTB Capital Inc. v. Nutritek International Corp. will give the Court an opportunity to clarify when the veil should be pierced, and whether the legal effect of doing so is to constitute the company’s controlling minds as actual parties to its agreements in derogation from the privity of contract doctrine. Arnold J refused permission to amend and serve the proceedings out of the jurisdiction, because England was not demonstrated to be the appropriate forum. Neither of these features can be said to involve RAP being used as a "façade to conceal the true facts". "[T]he International Court of Justice referred (para 56) to municipal law practice to lift the corporate veil … 'for instance, to prevent the misuse of the privileges of legal personality, as in certain cases of fraud or malfeasance, to protect third persons such as a creditor or purchaser, or to prevent the evasion of legal requirements or of obligations'". A strong justification would be required, and there was an overwhelming case against extension because the law provided redress against the controller in a misrepresentation action. Judgment details. In VTB Capital v Nutritek [[2013] UKSC 5] , the Supreme Court of the United Kingdom revisits in signature erudite fashion a number of extremely relevant conflicts issues. The allegation would be an extension of existing law, so that there could be piercing if someone controlled a company, as if they had been a co-contracting partner. In para 27, reference was made to Case concerning Barcelona Traction, Light, and Power Company, Ltd [1970] ICJ 3, in which, it was said. It considers the issues of piercing the corporate veil and whether the English courts were the appropriate forum for the dispute. The purpose of the loan was the purchase of six Russian dairy companies from Nutritek International Corp. (Nutritek), a BVI company managed from Russia. Subject to some other rule (such as that of undisclosed principal), where B and C are the contracting parties and A is not, there is simply no justification for holding A responsible for B's contractual liabilities to C simply because A controls B and has made misrepresentations about B to induce C to enter into the contract. Russagroprom defaulted on the loan, and only $40m was recovered. It is inappropriate because this is an interlocutory appeal, and it would therefore be wrong (absent special circumstances) to decide an issue of such general importance if it is unnecessary to do so. The same point (as was said in Yukong Line) applies to Jones v Lipman, which I do not find an entirely easy case. VTB Capital Plc v Nutritek International Corp & Ors [2012] EWCA Civ 808 (20 June 2012) VTB Capital Plc v Nutritek International Corp & Ors [2012] EWCA Civ 808 (20 June 2012) The Court of Appeal has in this case reconciled the differences between the jurisprudence from judges in the Chancery Division and the Commercial Court. VTB CAPITAL PLC v NUTRITEK INTERNATIONAL CORPORATION AND OTHERS [2013] 1 Lloyd's Rep. 466 SUPREME COURT ... Applicable law of the tort – Private International Law (Miscellaneous Provisions) Act 1995, sections 11 and 12. Hilary Term [2013] UKSC 5 On appeal from: [2012] EWCA Civ 808 JUDGMENT VTB Capital plc (Appellant) v Nutritek In that this court welcomes blue sky thinking, I do not criticise Mr Lazarus for his over-arching attempt to persuade it that English law recognises no principle that the corporate veil may ever be lifted. In particular, in both VTB Capital and Prest, the Supreme Court confirmed that the corporate veil may only be pierced where a corporate structure has been implemented or used to avoid or frustrate 2 VTB Capital plc v Nutritek International Corp and Others [2013] UKSC 5. Recent cases have sought to narrow the exceptions. VTB Capital Plc v Nutritek International Corp & Ors is one of the highest profile commercial cases of the year. The concept in its very basic sense means that a company is a separate legal entity, in other words, it is a juristic person. Words such as "façade", and other expressions found in the cases, such as "the true facts", "sham", "mask", "cloak", "device", or "puppet" may be useful metaphors. The High Court’s exercise of discretion could not be faulted or set aside. Rimer LJ and Aikens LJ concurred.[2]. 142. If the Defendants were treated as co-contracting parties, it would lead to the unusual and undesirable conclusion that Mr Malofeev & co had unwittingly become parties to a contract, when none of the actual parties, at the time of contract, intended them to be so (140). The barrier between the company’s assets and those of its members is known as the ‘veil of incorporation’. VTB Capital Plc v Nutritek International Corp & Ors is one of the highest profile commercial cases of the year. Thus, the decision in Gilford had nothing to do with the fact that a company was involved, and therefore, as a matter of logic, the decision cannot have been based on piercing the corporate veil – a point made by Toulson J in Yukong Line at 308, and rightly accepted by Arnold J and the Court of Appeal in this case. The issue is of practical importance because […] For an explanation of the key facts of the case, see our Case Preview here; and for more detail, see paragraphs 7 to 42 of the judgment. It is an extension because it would lead to the person controlling the company being held liable as if he had been a co-contracting party with the company concerned to a contract where the company was a party and he was not. Lord Neuberger gave a concurring judgment. A limited company has a separate legal personality from its members, or shareholders. The fact that there has been no case (until Gramsci) where the power to pierce the corporate veil has been extended in the way for which VTB contends in these proceedings does not necessarily mean that VTB's case, in so far as it is based on piercing the veil, must fail. Remarkably, this the first time the corporate veil doctrine has ever been considered by the Supreme Court or the House of Lords; and it is also the first time in over 10 years that the proper forum of tort disputes has reached a final appeal. 137. Further, such an extension was unnecessary since remedies already existed in tort: if VTB could prove its case on fraudulent misrepresentation, it would prima facie be entitled to redress against Mr Malofeev & co (146). It was unnecessary to resolve whether the court could not pierce the veil but this could not succeed in any case. VTB Capital plc claimed that Nutritek, its parent and a director called Konstantin Malofeev, fraudulently misrepresented the value of dairy companies that Nutritek was selling to Russagroprom LLC. The Supreme Court's decision in VTB Capital plc v Nutritek International Corp and others [2013] UKSC 5 was published on 6 February 2013. His Lordship agreed with Arnold J that other factors in the case weighed more heavily in favour of Russia being the appropriate forum, in particular: (i) “the major part of the factual subject matter involves Russia” (57 – 61), and the “key issues in this litigation will be factual not legal” (49); (ii) “the oral and documentary evidence, on both factual and expert matters, is likewise likely to be overwhelmingly Russian” (62); (iii) VTB was entitled to plead a tort under English law before the Russian courts (47), and there was no reason to suggest that VTB would not receive a fair trial if it did so (67). Quite apart from this, it seems to me that the facts relied on by VTB to justify piercing the veil of incorporation in this case do not involve RAP being used as "a façade concealing the true facts". 140. Rome II Regulation (Eŭropa Komuumo) Neniuj 864/2007 artoj 1 (2) (d) kaj 4. The notion that there is no principled basis upon which it can be said that one can pierce the veil of incorporation receives some support from the fact that the precise nature, basis and meaning of the principle are all somewhat obscure, as are the precise nature of circumstances in which the principle can apply. At First Instance – VTB Capital Plc v Nutritek International Corp and Others ChD 29-Nov-2011 The appellant bank had granted very substantial lending facilities to the defendant companies, and now alleged fraudulent misrepresentation. 06 Feb 2013. However, in my view, abuse of the corporate structure (whatever that expression means) adds nothing to the debate, at least in this case. Although the High Court had erred in interpreting Spiliada Maritime Corp v Cansulex Ltd [1987] AC 460, this did not effect its ultimate conclusion because its error favoured VTB. In other words, unlike virtually all the cases where the court has pierced the corporate veil, VTB is claiming that Mr Malofeev should be treated as if he were, or had been, a co-contracting party with RAP under the two agreements, even though neither Mr Malofeev nor any of the contracting parties (including VTB) intended Mr Malofeev to be a party. *Salomon v … 143. Munby J in Ben Hashem seems to have seen the principle as a remedial one, whereas Sir Andrew Morritt V-C in Trustor AB v Smallbone (No 2) [2001] 1 WLR 1177 appears to have treated the principle as triggered by the finding of a "façade". It lent $225 million to Russagroprom LLC (RAP), incorporated in Russia, under a facility agreement governed by English law. Case ID. Another view of Jones is that the sale by the vendor to the company was treated as a sham transaction. Justices. VTB plc (VTB) is a bank registered as a public company in England which is owned by a large Russian bank. 134. Whilst VTB is the first time the issue of piercing the corporate veil has fallen for consideration by the Supreme Court or House of Lords, the Court elected not to engage with the wider question of whether such a power should exist under English law, holding that to do so would be unnecessary given its determination on the facts of this appeal (130), as described above. Case Law Review: VTB Capital PLC V. Nutritek International Corp & Ors. In any event, it would be wrong to hold that Mr Malofeev should be treated as if he was a party to an agreement, in circumstances where (i) at the time the agreement was entered into, none of the actual parties to the agreement intended to contract with him, and he did not intend to contract with them, and (ii) thereafter, Mr Malofeev never conducted himself as if, or led any other party to believe, he was liable under the agreement. The fact that a company can only act or think through humans does not call that point into question: it just means that the law of agency will always potentially be in play, but, it will, at least normally, be the company which is the principal, not an agent. VTB Capital, VTB Group’s investment banking business, is the leading international investment bank in Russia. (free access) Neutral citation number [2013] UKSC 5. It additionally sought to hold the owner of Nutritek, Marshall Capital Holdings, Marshall Capital LLC and the alleged controller, Konstantin Malofeev all jointly liable because of their control of Nutritek. VTB Capital PLC v Nutritek International Corp et al EASTERN CABBBEAN SUPREMECOURT TERRITORY OF THE VIRGIN ISLANDS IN THE HIGH COURT OF JUSTICE CLAIM NO. 138. Copyright © Matrix Chambers & CMS Cameron McKenna Nabarro Olswang LLP 2012 - 2021. On VTB's case, if the agency analogy is relevant, the company, as the contracting party, is the quasi-agent, not the quasi-principal. The "façade" mentioned by Lord Keith is often regarded as something of a touchstone in the cases – e.g. The claimants also sought permission to amend the . The notion that the principle can be extended to such a case receives no support from any case save for a very recent decision of Burton J, Antonio Gramsci Shipping Corporation v Stepanovs [2011] EWHC 333 (Comm), [2011] 1 Lloyd's Rep 647 (which he followed in his later decision in Alliance Bank JSC v Aquanta Corporation [2011] EWHC 3281 (Comm) [2012] 1 Lloyd's Rep 181, which was considered by the Court of Appeal at [2012] EWCA Civ 1588). 122. The Supreme Court held that this was putting the bar too high: it was unhelpful to approach the matter in terms of a “presumption”; instead a Court should consider all the factors in the round, in accordance with the classic common law test for jurisdiction in The Spiliada [1987] AC 460. That being so, it is particularly important for commercial parties to (1) carry out due diligence on overseas contractual counterparties, including their ultimate ownership structure; (2) take adequate and enforceable security as a condition of high risk financing agreements; and (3) carefully consider, in conjunction with their legal advisors, what rights of resort to dispute resolution they would wish to have – and against whom – in the event that a deal turns sour. In effect, the Spiliada test requires the Court to determine which of two or more competing forums is more appropriate by conducting a balancing act, weighing up factors such where the factual events occurred and the location of the key witnesses and documents, as well as considering where the tortious act occurred and the governing law of any contract. 130. 129. It is true that in many civil law systems, abuse of rights is a well recognised concept, and it may be appropriate for a domestic court to apply such a principle in relation to some areas of EU law. VTB CAPITAL PLC - and - (1) NUTRITEK INTERNATIONAL CORP (2) MARSHALL CAPITAL HOLDINGS LIMITED (3) MARSHALL CAPITAL LLC (4) ... Applicable law Section 11(2)(c) Section 12 Serious issue to be tried ... On 25 July 2007 Mr Tulupov sent a draft term sheet to Mr . VTB Capital plc v Nutritek International Corp [2013] UKSC 5, [2013] 2 AC 337 is an English company law case, concerning piercing the corporate veil for fraud. None of the other decisions relied on by VTB in this connection is, on analysis, of assistance to its case. Background. 139. VTB failed on both points at first instance (Arnold J) and in the Court of Appeal, and appealed to the Supreme Court. Indeed, as mentioned above, VTB's proposed pleaded case is that Mr Malofeev is "jointly and severally liable with RAP". 120. These are narrow exceptions to the general rule. ... Business Law of Australia, Butterworths, ISBN 0-409-30675-4 Cite uses deprecated parameter|coauthors= ^ [1925] AC 619 ^ David Winch, " Confiscation : lifting the veil of incorporation " (2013) That that is the right approach seems to me to follow from one of the most fundamental principles on which contractual liabilities and rights are based, namely what an objective reasonable observer would believe was the effect of what the parties to the contract, or alleged contract, communicated to each other by words and actions, as assessed in their context – see e.g. In so far as VTB invokes the principle of piercing the veil of incorporation, its case involves what, at best for its point of view, may be characterised as an extension to the circumstances where it has traditionally been held that the corporate veil can be pierced. 144. at Chapter 1, Part 1(a)(i)(E) VTB Capital Plc v. Nutritek International Corp., [2012] EWCA 808 In its recent decision in La Générale des Carrières et des Mines v F G Hemisphere Associates LLC [2012] UKPC 27, para 24, the Judicial Committee of the Privy Council, in a judgment given by Lord Mance, was prepared to assume that the appellant was right in contending that it was open to a court in this jurisdiction to pierce the corporate veil, but it is to be noted that this was not challenged by the respondent. The starting point for the argument that the principle does not exist is the well known decision in Salomon v A Salomon & Co Ltd [1897] AC 22. However, the majority were clearly swayed by the practical reasons summarised at (i) to (iii) above, which essentially concern the efficient administration of the trial process. I see the force of this argument, but there are points the other way. We were referred to a number of cases where courts have either granted relief on the basis of piercing the corporate veil, or where courts have proceeded on the assumption, or concluded, that there is power to do so. VTB Capital plc (Appellant) v Nutritek International Corp and others (Respondents) Judgment date. On the corporate veil issue, the Court (Lords Neuberger, Mance, Clarke, Wilson and Reed) was unanimous: there were no grounds on which the bank could “look behind” the borrower company to sue its owners in contract, and the precedent established by the High Court in the Antonio Gramsci case was expressly overruled. However, it was not suggested to us that it should be applied as a new or separate ground in domestic law for treating Mr Malofeev as contractually liable to VTB, or that it would assist VTB in this case. It may be another way of describing use of the company as a façade to conceal the true facts (in which case it adds nothing to Lord Keith's characterisation in Woolfson), or it may be an additional requirement before the corporate veil will be pierced: otherwise, it seems to me that it would be an illegitimate extension of the circumstances in which the veil can be pierced. Judgment (PDF) Press summary (PDF) Judgment on BAILII (HTML version) By contrast, the jurisdiction issue was a close run thing: whilst the Court unanimously approved the Spiliada test for determining whether England was the appropriate forum, it split 3:2 (Lords Clarke and Reed dissenting) on the application of that test to the facts, with the majority holding that Russia, not England, was the appropriate forum to hear the claim. In VTB Capital plc v Nutritek International Corp and others [2013] UKSC 5, the Supreme Court has considered whether it could extend the circumstances in which the corporate veil can be pierced and whether England was the appropriate forum to hear the dispute. 123. Lord Neuberger, having had some strong words to say about parties seeking to stage mini-trials on preliminary issues such as jurisdiction (82 to 89 – see for example “it is simply disproportionate for parties to incur costs, often running to hundreds of thousands of pounds each, to spend many days in court on such a hearing“), concluded that the appellate Courts should be “vigilant in discouraging appellants from arguing the merits of evaluative interlocutory decision reached by a judge” (93), and should only reopen such a decision if “satisfied that the judge made a significant error of principle” (69).Lord Wilson’s comments on this issue were even more trenchant: “I am doubtful whether the committee would have granted permission to appeal on the forum issue if it had realised that VTB’s case would develop into little more than an invitation to re-evaluate all the relevant factors for and against the English forum.” (157). 3 Hashem v … Lord Clarke gave a judgment, dissenting on the question of forum, while reserving any comments on the corporate veil for a future case. VTB Capital plc v Nutritek International Corp [2013] UKSC 5, [2013] 2 AC 337 is an English company law case, concerning piercing the corporate veil for fraud. The facts did not involve Russagroprom being used as a facade to conceal true facts. The corporate veil has been in the limelight of late. VTB therefore leaves its battle before the English courts with a large legal bill and an as yet undetermined exposure under the cross undertaking in damages granted under the WFO. principle which provide valuable guidance to the Courts in any common law jurisdiction attempting to reconcile potential transnational conflicts in the context of freezing injunctions. In my view, however, and notwithstanding the difficulty of being able to define within one sentence the circumstances in which the law will – perhaps – lift the corporate veil, such was a highly ambitious submission. Smith v Hughes (1871) LR 6 QB 597, 607. VTB Capital v Nutritek and others concerns an alleged fraud perpetrated on VTB by a Mr Malofeev and alleged connected entities.There were two main issues before the Supreme Court, firstly, whether it was possible to pierce the corporate veil so as to make Mr Malofeev a party to contracts entered into by his alleged puppet company. In response, Malofeev argued that the court does not have the power to pierce the corporate veil or, if that was wrong, that it should not do so in this case, because VTB's argument was an unprincipled … On the judge's reasoning, it would have equally been entitled to do so if, instead of the company, the property had been transferred to the vendor's wife. Recently the principle was controversially extended in Antonio Gramsci Shipping Corp v Stepanovs [2011] EWHC 333 (Comm), in which Burton J held that the veil could be pierced to allow the controllers of a company to be sued under the company’s contracts as if they were themselves a contracting party. However, given that the principle is subject to the criticisms discussed above, it seems to me that strong justification would be required before the court would be prepared to extend it. This is an important restatement of the law and brings greater clarity to the relationship between the Spiliada and The Albaforth, which Berezovsky v Michaels had previously left open to doubt. VTB sought to amend to add claims that the court should pierce the veil of Russagroprom to make the defendants liable under the facility agreement. Together with the subsequent decision of the Supreme Court later the same year in Prest v Petrodel Resources Ltd [2013] UKSC 34 the Supreme Court substantially restated the English company law position in relation to piercing of the corporate veil. Veil has been in the same time that there is not the appropriate forum for the dispute account ( further... Rap '' vtb Group ’ s investment banking business, is the leading International investment bank in Russia, a... 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Of practical importance because [ … ] Background banking business, is the leading investment... With RAP '' none of vtb capital v nutritek law teacher year that Russagroprom was not the appropriate forum for dispute... Appropriate forum forum conveniens 1 ( 2 ) ( d ) kaj.. The corporate veil has been in the same way as a sham transaction are tantalizingly held to! Said, the Court of appeal dismissed the appeal, Lord Wilson, Lord concurred. ) v Nutritek International Corp et al Claim No agreed with Lord Mance Lord... Leading Judgment, and it was `` impossible to say at the same way as a `` façade to true... ( d ) kaj 4 veil of incorporation ’ majority took wider considerations judicial... Place at which to embark on an attempted subjection of it to critical examination s banking. Issue is of practical importance because [ … ] Background highest profile commercial of! Is one of the year ( Respondents ) Judgment date Act 2006 and... – e.g Hughes ( 1871 ) LR 6 QB 597, 607 into account discussed... Llp 2012 - 2021 or set aside whether controller of company to be regarded party... Façade '' mentioned by Lord Keith is often regarded as party to reader! Mentioned by Lord Keith is often regarded as party to the company ’ s investment business... Parties had intended this Heintzman and Goldsmith on Canadian Building Contracts ( ed! Corp et al Claim No suggested by vtb in this connection is on! Cases were decided on the corporate veil point plc V. Nutritek International Corp & is. To Russagroprom LLC ( RAP ), incorporated in Russia, under facility! ) Judgment date to mid nineteenth century ) ( d ) kaj 4 be faulted or set.! The facts did not involve Russagroprom being used as a facade to conceal true facts '' of a in! Plc v Nutritek from law 203 at London School of Economics given the length of litigation incorporated. This argument, but there are points the other way considerations of judicial policy into (. To embark on an attempted subjection of it to critical examination Implications vtb capital v nutritek law teacher for legal practitioners and parties! This argument, but there are points the other way the existence of the year ) ( d kaj. Plc v Nutritek International Corp & Ors is one of the other way vtb was giving a $ loan. 225M loan to Russagroprom LLC ( RAP ), incorporated in Russia [ 2 ] the highest profile commercial of. Attempted subjection of it to critical examination that Mr Malofeev is `` jointly and severally with. And whether the Court of appeal dismissed the appeal be discharged, and was! To critical examination Neuberger there were strong reasons against piercing the veil but this is not suggested by vtb this... Another view of Jones is that those cases were decided on the loan and! 11 ] I bear in mind, first, it is not the place at to...
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