Thomas Spencer suggests an elegant but overlooked approach for lifting the corporate veil
In Prest v Prestodel Resources Limited [2013] UKSC 34, [2013] 4 All ER 673, the doctrine of the undisclosed principal in contract was not considered. Earlier, VTB Capital Plc v Nutritek International Corp [2013] UKSC 5, [2013] 1 All ER 1296, reduced that doctrine to contract law, neglecting the duality explicit in its name and hence agency law. Each case sought to uphold Salomon v A Salomon and Co Ltd [1897] AC 22, [1895-99] All ER Rep 33. Yet in Prest the Supreme Court imposed a trust, the very result expressly rejected by the House of Lords in Salomon , when it overturned the Court of Appeal’s rejection of Vaughan Williams J’s finding of disclosed agency.
This article upholds the fact of incorporation, but would lift the corporate veil where the independence of a company is suspect, to determine whether that company is an agent in particular. The doctrine of the undisclosed principal in contract provides a duality for doing this. The corporate veil is defined here as the rebuttable
