Re FG Films Ltd
Re FG (Films) Ltd |
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Court |
High Court |
Citation(s) |
[1953] 1 WLR 483 |
Keywords |
Lifting the veil, statutory interpretation |
Re FG (Films) Ltd [1953] 1 WLR 483 is a UK company law case concerning piercing the corporate veil. It turns on the proper interpretation of a statute, rather than, strictly speaking, an issue of company law.
Facts
FG films wanted Monsoon registered as a British film. It applied to be declared as the ‘maker’ under the Cinematograph Films Acts 1938-1948. The Board of Trade refused because it was made by the American ‘Film Group Inc’. The American company had promised to finance and provide facilities to the UK company for making the film. 90 shares were held by an American director and 10 by a British one. No shares were held by the third director, who was British. The film was made in India.
Judgment
Vaisey J held that the film could not be considered British made, even though the company owning the rights was a UK company. He said,
“ |
I think that their participation in any such undertaking was so small as to be practically negligible, and that they acted, in so far as they acted at all in the matter, merely as the nominee of and agent for an American company… The suggestion that this American company and that director were merely agents for the applicants is, to my mind, inconsistent with and contradicted by the evidence, and a mere travesty of the facts, as I understand and hold them to be...
They were bought into existence for the sole purpose of being put forward as having undertaken the very elaborate arrangements necessary for the making of this film and of enabling it thereby to qualify as a British film.
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See also
Corporate personality cases
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- UK company law
- J H Rayner (Mincing Lane) ltd v DTI [1989] Ch 72, Kerr LJ, ‘That rejection of the doctrine of agency to impugn the non-liability of the members for the acts of the corporation is the foundation of our modern company law.’
Notes
References