Prest v Petrodel Resources Ltd
[2013] UKSC 34
Ratio Decidendi
The court distinguished between 'piercing the corporate veil' (treating the company and its controller as one — the concealment principle) and the 'evasion principle' (where a person interposes a company to evade or frustrate an existing legal obligation). The Supreme Court held that veil piercing is available only under the evasion principle — where a person deliberately uses a company structure to evade an existing legal obligation. In the present case, the properties were held by the companies on resulting trust for the husband, so veil piercing was unnecessary.
Fakty
Mr and Mrs Prest were divorcing. Mr Prest controlled a group of companies (Petrodel) which owned several London properties. Mrs Prest sought a property adjustment order transferring the properties to her. Mr Prest argued that the properties belonged to the companies, not to him personally, and that the court could not order a transfer of corporate assets in divorce proceedings.
Podsumowanie orzeczenia
The Supreme Court held that the properties should be transferred to Mrs Prest, but not by piercing the corporate veil. Lord Sumption held that the properties were held by the companies on resulting trust for Mr Prest (he had provided the purchase money). The veil piercing doctrine was analysed in detail: Lord Sumption distinguished the concealment principle (using a company to conceal the identity of the real actor — which does not require veil piercing) from the evasion principle (using a company to evade an existing legal obligation — which does). Only the evasion principle justifies piercing the veil, and even then it is a remedy of last resort.
Kluczowe cytaty
"The concealment principle is legally banal and does not involve piercing the corporate veil at all. The evasion principle is the only true basis for piercing the corporate veil."
— Lord Sumption
"I conclude that there is a limited principle of English law which applies when a person is under an existing legal obligation or liability or subject to an existing legal restriction which he deliberately evades or whose enforcement he deliberately frustrates by interposing a company under his control."
— Lord Sumption
Późniejsze zastosowanie
The leading modern authority on piercing the corporate veil, clarifying and narrowing the circumstances in which it is available.