Corporate Attribution and the Fallacy of "One-Man" Company - Finale of an Unfortunate Saga?

[2020] Journal of Business Law 542-560

16 Pages Posted: 25 Feb 2020 Last revised: 8 Oct 2020

Date Written: January 18, 2020

Abstract

The law of corporate attribution has been muddled since Stone & Rolls (in liq) v Moore Stephens (a firm) was decided a decade ago by the House of Lords. The work of bringing order out of the chaos left behind by Stone & Rolls – which was first undertaken by the Supreme Court in Bilta (UK) Ltd (in liq) v Nazir (No 2) – has now culminated in the Supreme Court decision Singularis Holdings Ltd (in liq) v Daiwa Capital Markets Europe Ltd. This paper advances two principal arguments. First, to the extent that the majority in Stone & Rolls perceived the notion of “one-man company” to be essential to their decision that the fraud of the directing mind and will should be attributed to the company, such intractable analysis was borne out of four fundamental flaws: (i) failure to adopt a context-specific approach; (ii) a misunderstanding of the proper role of the Hampshire Land principle; (iii) a failure to appreciate that the answer to the “one-man company” conundrum is causation, not attribution; and (iv) a non-adherence to the fundamental principle of separate personality of a company. Secondly, insofar as the four problems are - or are capable of being - addressed by Bilta and Singularis (SC), Stone & Rolls should now be treated as truly dead.

Keywords: Corporate law, corporate attribution, corporate liabilities, Quincecare duty of care

Suggested Citation

Sin, Ivan, Corporate Attribution and the Fallacy of "One-Man" Company - Finale of an Unfortunate Saga? (January 18, 2020). [2020] Journal of Business Law 542-560, Available at SSRN: https://ssrn.com/abstract=3521835

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