1 Explain the legal background to limited liability and corporate personality and critically evaluate the situations when the court will ignore the veil of incorporation.


2 Frida, Wassily, Leonardo and Jackson have received information on Salvador’s activities at the shop which he purchased for himself and are contemplating bringing legal proceedings on behalf of the Company. Advise Frida, Wassily, Leonardo and Jackson of the legal position.


3 Advise Jackson of his legal position in the light of the above events.
                     

Salvador, Frida, Wassily, Leonardo and Jackson became friends while they were in the same year group at art school. They all graduated in 2015, and together set up a small business selling low-priced arts supplies, initially from a market stall in Bradford before they developed an online shop. The business slowly grew, and they recognised that there was a demand for their competitively priced products. They identified a need for investment in their business in order to reach a wider market through advertising and the opening of shops, and so incorporated their business, Chintz Arts Supplies Ltd. in September 2018.    

At a trade fair Salvador was approached by a board member of Gigantic Arts Shops Ltd, who told him that Gigantic Arts Shops wanted to sell a shop that it owned on land close to their old art school.  The shop however had recently suffered a major fire and Gigantic now did not want to be associated with the location. It had previously been a very profitable shop and could again be economically viable after a significant amount of work to repair the premises had been carried out.  At a board meeting Salvador gave an accurate account of the difficulties that would be faced.  The four other directors thought the risks involved with this location were too great compared to the potential benefits for Chintz Arts Supplies Ltd and decided not to pursue it.  At this same meeting Salvador said he ‘ought to to buy the shop for himself and would run his own arts supplies shop, café and art gallery’.  This he has done and it looks as if he will make a significant profit.

Chintz Arts Supplies later opened up three shops in the Yorkshire area and their business became very successful both in store and online. The five directors reward themselves with generous salaries as directors.  No dividends are paid.  Recently, however, tension has arisen between the five as to the future direction of the business.  Salvador, Frida, Wassily and Leonardo want to expand the business nationally and propose to increase capital to do so.  Jackson is opposed to this, believing that any expansion should be done locally.  The other four directors think that Jackson is holding them back and vote at a board meeting, which Jackson does not attend, to go ahead with the national expansion.  They begin to call board meetings without informing Jackson and to implement the expansion plans without consulting him.  At one of these meetings it is decided to increase the share capital of Chintz Arts Supplies Ltd by issuing another 100 shares in the company at the price of £2,000 per share to reflect the current value of the business.  Once Jackson hears of this decision he objects vehemently because, as the other four directors know, he has just purchased a new house and is unable to raise the necessary cash to buy his allocation of shares. Despite Jackson’s objections the share issue goes ahead.  At the next meeting of all of the board, including Jackson, a proposal to remove Jackson from the board is put to a vote and passed despite his protests.

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