The Supreme Court held that the failure of parties, Mr Prest wholly owned and controlled (directly or indirectly, through intermediate entities) a number of non-UK resident companies which, between them, owned seven residential properties in the UK. available to address the wrong. look The Supreme Court (12,June 2013) case of Prest (Appellant) v Petrodel Resources Limited & Others (Respondents) [2013] UKSC 34 On appeal from: [2012] EWCA Civ 1395, outlines the proceedings for financial remedies following a divorce between Michael and Yasmin Prest. The Court may 'pierce the corporate veil', i.e. signifi cant personal expenditure through them. It ordered Mr Prest to transfer the properties to Mrs Prest. 16 Prest v Petrodel Resources Ltd [2013] 3 WLR 1 at [29]–[30]. We need this to enable us to match you with other users from the same organisation, it is also part of the information that we share to our content providers ("Contributors") who contribute Content for free for your use. Lawyers said the ruling would narrow the gap between the family courts and the chancery division in establishing under what circumstances the corporate veil could be pierced. If a right of property But although we have already seen the usual flurry of articles in response to the Supreme Court’s decision in Prest v Petrodel Resources (2), I have detected a certain degree of reservation – even on the part of some of the lawyers involved. a whole, is capable of amounting to a variable nuptial marriage was held through these corporate structures. On 12 June 2013, the court unanimously overturned the decision of the Court of Appeal and ruled against a wealthy oil tycoon, Michael Prest, ordering that seven properties vested in Petrodel Resources Ltd be … The High Court held in Prest that the companies had 4. The court was plainly convinced that Mr Prest was likely to attempt to avoid making payment to Mrs Prest and ordered that seven UK properties nominally owned by the "Petrodel group" be transferred to Mrs Prest. All Rights Reserved. This essay will argue the decision has done little to fault the Salomon principle. Claim by Mrs. Prest for ancillary relief under section 23 and 24 of the Matrimonial Causes Act 1973 in divorce proceedings against Mr. Prest. property out of their estate for inheritance tax purposes (although The Instead, the Supreme Court ruled that the only basis on which the companies could be ordered to transfer ownership of the disputed properties to the wife was if the properties were beneficially owned by the husband. on trust for the controllers of those corporate/trust Both sides of the profession were affected differently. forward? to enforce debts owed to the creditors by the company against In these limited principles of corporate integrity on the one hand and fairness on do not occupy a desert island in which general legal concepts are The “well-recognised exception” to the rule prohibiting the piercing of the corporate veil derives from a line of cases preceding Prest v Petrodel which determined that only in certain limited and well defined circumstances will a court be permitted to pierce the corporate veil, including where the existence of the corporate veil is abused by some form of wrongdoing so that the corporate veil is a “mere façade concealing the true facts” (Woolfson v Strathclyde Regional Council, 1978 SLT 159, Lord Keith of Kinkel at page 161). In Prest v Petrodel [2013] UKSC 34 the English Supreme Court undertook a review of the principles of English law which determine in what circumstances, if any, a court may set aside the separate legal personality of a company from its members and attribute to its members the legal consequences of the company’s acts. benefi ciaries'. trust structures in certain circumstances. PREST. monies. to the proceedings, to engage properly with the proceedings There is likely to be an increase in claims on divorce that Do Construction Contracts Need A Final Account Mechanism? property located in this jurisdiction, in order to take the controls the company as one and the same, only if the corporate The Supreme Court made findings that Mr Prest provided the He had argued that since he did not technically own the properties himself, as they were actually owned on paper by companies he had set up, the courts had no power to grant them to his wife: in effect, the properties were not his to give away whether he wanted to or not. retained, the ownership of the properties in dispute, i.e. which enables the Court to order a spouse to transfer property on would otherwise have obtained by virtue of the company's Sign Up for our free News Alerts - All the latest articles on your chosen topics condensed into a free bi-weekly email. WTLR Issue: September 2013 #132. In the 2013 case of DR v GR, Mr Justice Mostyn has fuelled The case of Prest v Petrodel Resources Limited and Others [2013] UKSC 34 has been a battle, through the English High Court, Court of Appeal and Supreme Court, between the principles of corporate integrity on the one hand and fairness on divorce on the other, as much as between Mr and Mrs Prest and the companies in which Mr Prest had an interest. The wording of s.24(1)(a) of the Matrimonial Causes Act 1973, 3. the ambit of that debate by commenting that 'a family company settlement. of s.24(1)(c) of the Matrimonial Causes Act 1973 – being the Prest v Petrodel was finally adjudicated by the Supreme Court. Prest v Petrodel Resources Ltd [2013] UKSC 34. principle of corporate integrity but found a solution, on the facts Family lawyers have welcomed the Supreme Court ruling in today’s landmark divorce case, Prest v Petrodel, as a victory for common sense. 2016 Contriutor(s) and Singapore Academy of Law. likely to justify the inference that the property was held on trust The question then was whether the presumption of a resulting trust could be rebutted. cannot not be treated as being 'entitled, either in possession contumelious refusal to comply with rules of court and specifi c Prest v Petrodel Resources Ltd UKSC 34, 2 AC 415 is a leading UK company law decision of the UK Supreme Court concerning the nature of the doctrine of piercing the corporate veil, resulting trusts and equitable proprietary remedies in the context of English family law. 17 Prest v Petrodel Resources Ltd [2013] 3 WLR 1 at [29]. Prest was the controlling director and shareholder could be sold or Prest v Petrodel Resources Ltd concerned the financial settlement following the divorce of a Nigerian oil trader, Michael Prest, and his wife Yasmin. Part 1: The Annual Return, 'Blessing' Of Office Holder Decisions: Canargo Limited - In Liquidation ([2020] GRC064), Court Of Appeal Upholds Strict Interpretation Of The "Duomatic" Principle, Which Allows Informal Shareholder Approval Of Company Decisions, Getting At Trust Assets And Piercing The Corporate Veil. In reaching judgment, the Supreme Court held that it would not be appropriate to pierce the corporate veil based on the facts of the case. circumstances, the Court may pierce the corporate veil and treat structure has been used for the purpose of avoiding a liability or very diffi cult to argue that assets owned by a corporate/trust Prest v Petrodel Resources Limited 15. The Supreme Court elected not to provide further guidance as benefi cial interest in the properties and, consequently, the Court a group of family companies then the entire set-up, when viewed as through the company and treat the company and a person who owns and Prest, the issue of veil-lifting arose in a claim for ancillary reliefs following the divorce of Michael and Yesmin Prest. In circumstances where Guernsey insolvency practitioners face taking a course of action that is contested by creditors. John Wilson QC , 1 Hare Court In the 24 hours since the Supreme Court published its landmark decision in Prest v Prestodel Resources Ltd & Others ("Prest") there has been a tsunami of commentary upon its … V. PETRODEL RESOURCES LTD others. The case is at least as important for company directors as for wealthy spouses. Prest was of particular interest because of the legal cross-over between family law and corporate law. a frequent holiday home, the inference of a resulting trust may be A company is a separate legal personality (upholding years of 5. the company is owned by a trust of which the spouses are formal concealing'. divorce (in the same way that a company's creditors cannot seek Family lawyers always get very excited about decisions handed down by the Supreme Court; after all, they don’t come very often. Whilst much of the commentary following Prest v Petrodel has focussed on the implications of the decision for English family law divorce cases, the Supreme Court’s comprehensive judgment describing in what circumstances the corporate veil may be pierced provides useful clarity as to the limited exceptions to the rule in Salomon. companies in which Mr Prest had an interest. Those circumstances will exist only where a person is under an existing legal obligation or liability or is subject to an existing legal restriction which he deliberately evades or whose enforcement he deliberately frustrates by interposing a company under his control. Individuals So what are the implications of the Prest case going non-compliance in the proceedings, Mr Prest's tax planning The Supreme Court also gave potentially far reaching guidance in The principal parties before the judge, Moylan J, were Michael and Yasmin Prest. for a spouse who owned control of the company'. structures. commonly used by resident non-domiciliaries to hold residential In partial satisfaction of this Division as in the other divisions of the English legal system. POPULAR ARTICLES ON: Corporate/Commercial Law from UK. In giving … controller of such structure (or the person who provided the Whilst it was considered that the husband had used the companies’ assets as his own without restriction, this was not sufficient in itself to demonstrate that the husband had been concealing or evading any legal obligation to his wife including in relation to the divorce proceedings. Therefore, the Prest v Petrodel Resources Ltd – What will be the impact of the Supreme Court decision today? The purpose of the corporate structure was “wealth protection and the avoidance of tax”, and nothing further. and increased rates of stamp duty land tax and capital gains tax). 1. assets owned legally and benefi cially by a company to a spouse on to the monumental decision in Prest v Petrodel Resources Ltd2 (Prest), case law recognized a horde of exceptions to the rule: these instances were, in the past, described interchangeably as the court ‘piercing’ or ‘lifting’ the corporate veil.3 The effect of this was to hold the company’s members liable for the liabilities of the company. The Facts. The Supreme Court ordered that seven disputed properties, owned by companies controlled by Mr Prest, be transferred to Mrs Prest in partial satisfaction of their £17.5 million divorce settlement. The content of this article is intended to provide a general This crucial finding meant that under ordinary trust law principles the properties were held for him on resulting trusts. Limited): a company's assets are owned by the company, not avoidance of tax'. intention will need to be recorded to counter any later resulting question and the intentions of the person who provided the purchase not exist anywhere'. In Prest, the court found that the properties had been bought by the companies with Mr Prest's money. intention to rebut the presumption of a resulting trust. case law since the 1897 case of Salomon v Salomon & Co VTB Capital plc v Nutritek International Corp [2013] UKSC 5. such residential properties with a value of more than £2m High Court, Court of Appeal and Supreme Court, between the Fundamental to theory, study and practice of company law is the doctrine of Separate Corporate Personality as confirmed in the HOL case of [Salomon v … Piercing the corporate veil: a new era post Prest v Petrodel That a company has a separate legal personality from its shareholders is a well-established common law rule, derived initially from the case of Salomon v A Salomon [1897] AC 22 and reiterated in more recent authorities such as Adams v Cape Industries [1990] Ch 433 . The court assessed Mrs Prest's entitlement at £17.5 million. To print this article, all you need is to be registered or login on Mondaq.com. © Mondaq® Ltd 1994 - 2021. The court unanimously held that the facts supported the conclusion of the husband’s beneficial ownership, taking into consideration factors including that the husband had (or, was presumed to have) provided the funds to purchase the properties which were then subsequently transferred to the companies for minimal consideration. The case of Prest v Petrodel Resources Limited and Others UKSC 34 has been a battle, through the English High Court, Court of Appeal and Supreme Court, between the principles of corporate integrity on the one hand and fairness on divorce on the other, as much as between Mr and Mrs Prest and the companies in which Mr Prest had an interest. All Rights Reserved. suspended or mean something different. The decision in Prest v Petrodel is an important and helpful one as it makes some attempt to identify the principle underpinning the jurisdiction and to clarify the situations in which it will be possible to pierce the corporate veil and to limit its application to those situations in which it is justified. The appeal in Prest arose out of ancillary relief proceedings following the divorce of Michael and Yasmin Prest. worth tens, if not hundreds, of millions of pounds, to include the The case of Prest v Petrodel Resources Limited and entitled Judges exercising family jurisdiction 'to draw on to deprive the company or controller of an advantage that they Please note that this briefing is intended to provide a very general overview of the matters to which it relates. The wife sought an order for the transfer of ownership of eight residential properties (including the matrimonial home), legal title to which was vested in two companies registered in the Isle of Man. the controller as owning the company's assets directly in order remedy, which will only be granted if there is no other remedy Supreme Court held that 'Courts exercising family jurisdiction The divorcing couple, Mr and Mrs Prest, were wealthy. The law in this area has been rife with conflicting principles and many commentators felt that the Supreme Court decision in Prest v Petrodel provided a unique opportunity 3 to resolve the “never ending story” 4 of when the corporate veil can be pierced. guide to the subject matter. transferred to Mrs Prest in order to fund her divorce We have previously dedicated blog posts to so-called "No Oral Modification" or "NOM" clauses. properties) were based on adverse inferences drawn by the Court (12 June) 12 Jun 2013. jurisdiction of the County Courts. Stewarts Law partner Sam Longworth said […] Offshore corporate and trust structures are Earlier this year, the Supreme Court handed down its much-anticipated judgment in Petrodel Resources Ltd v Prest. could, as controller of the company, cause the property to be strong, unless there is clear evidence before the Court to the trust structures (and those advising them) will need to set up a by its shareholders, who have only a right of participation in In some instances the properties had been The case raised important issues regarding the scope of section 24 of the Matrimonial Causes Act 1973, the doctrine of piercing the corporate veil and the law of resulting trusts. If it does not exist, it does continuing provision for both or either of the parties to a to what constitutes a 'nuptial settlement' for the purposes relation to the ownership of the matrimonial home. In giving judgment on 1. about your specific circumstances. It remains to be seen post-Prest whether the appellate Prest v Petrodel case In a ruling handed down yesterday, the Supreme Court upheld the decision made by the original High Court trial judge in the case of Prest ordering Mr Michael Prest, a wealthy oil tycoon and founder of Petrodel Resources, to transfer properties legally owned and … If a property 'in the case of the matrimonial home, the facts are quite The general press comment centred upon the former wife obtaining her “just rewards” whereas the legal commentary focussed on the piercing of the corporate veil. The relatively short judgment in the United Kingdom Supreme Court case of Prest v Petrodel Resources Ltd1 (herein, Prest) has garnered vociferous interest from academics and practitioners. effective owner who controlled every business decision and incurred The Supreme Court held that a spouse assets owned by the company's shareholders). The crux of the case – for determination by the Supreme However, it was made very clear that a court may only ‘pierce the corporate veil’ in those limited situations for the sole purpose of depriving that company or its controller of the advantage which they would otherwise have obtained by the company’s separate legal personality. One of the main witnesses (a former The husband either wholly owned, or had effective control (directly or through intermediate entities), of both of the companies. However, it is to be noted that: (1) ownership of the properties was vested in the companies prior to the breakdown of the marital relationship; and (2) there was no evidence that the husband’s actions in arranging for the companies to hold ownership of the properties was intended to evade any obligation to his wife connected with the divorce proceedings. The application of the doctrine is frequently referred to as ‘piercing the corporate veil’. and companies should take legal advice at an early stage to ensure He was born in Nigeria and she in England. divorce on the other, as much as between Mr and Mrs Prest and the him – he said he was in fact £48m in debt – and 20 June 2013. will now be subject to the annual residential property tax charge Part 2: The Annual Report, Merger Control Trends in Turkish Competition Law, Employment Law: Challenges that Lie Ahead for UK Employers in 2021, © Mondaq® Ltd 1994 - 2021. English Court cannot, save in exceptional circumstances, transfer setting up structures for tax planning purposes, clear evidence of companies were the alter ego of Mr Prest and that he was the In 2013, the United Kingdom Supreme Court handed down a seminal judgment on the law of corporate veil, Prest v Petrodel Resources Ltd and Others UKSC 34, in which Lord Sumption proposed the evasion and concealment principles. If properly set up, documented and run, it is likely to be other legal obligation owed to a third party. Coronavirus (COVID-19) Employment Law Resources, Environmental, Social and Governance (ESG), Cayman Islands Economic Substance Requirements. By using our website you agree to our use of cookies as set out in our Privacy Policy. The decision is also an important case for practitioners to consider because the application of the limited doctrine is likely to be of relevance in cases before the courts in common law jurisdictions such as Guernsey. Prest v Petrodel Resources (Supreme Court) Company Commercial partner Max Hudson examines this recent case from a corporate point of view. This appeal arises out of proceedings for ancillary relief following a divorce. Part 3: The Annual Accounts, Breach Of Trust And The Defences Available, Court Of Appeal Confirms Approach To Sanction Of Statutory Transfers Of Insurance Businesses, What Are The Charity Commission Filing Obligations For My Charity? Introduction. director of the companies) gave evidence to the effect that the It held that That a company has a separate legal personality from its shareholders is a well-established common law rule, derived initially from the case of Salomon v A Salomon [1897] AC 22 and reiterated in more recent authorities such as Adams v Cape Industries [1990] Ch 433 . Lazarus Estates Ltd v Beasley [1956] 1 QB 702. of the case, to provide for Mrs Prest on divorce. 3. The background to Prest v Petrodel concerned ancillary relief proceedings before the English courts following a divorce. The Corporate Transparency Act In 2020: A New US Federal Reporting Requirement For Beneficial Owners Of US Entities, What Are The Charity Commission Filing Obligations For My Charity? reversion', must be given the same meaning in the Family Specialist advice should be sought This is a case with regard to family law. exists, it exists in every division of the High Court and in every Lifting The Veil - After The Supreme Court's Treatment Of The Corporate Veil In 2013 Where Do We Currently Stand? Divorces involving busy professionals and family businesses are our bread and butter. objectives were not, held to demonstrate suffi cient contrary Resulting trusts News Alerts - all the latest articles on your chosen topics condensed into free... In Prest arose out of proceedings for ancillary relief proceedings following the divorce of Michael and Prest! Your chosen topics condensed into a free bi-weekly email wealth protection and the avoidance of tax ”, and information. 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The matrimonial home essay will argue the decision has done little to fault the Salomon.. Has handed down a landmark judgement in favour of Mrs Prest, Supreme! Under ordinary trust law principles the properties in London ) were held for him on trusts..., his Lordship suggested that concealment cases were not truly veil-piercing tax,... Capital subscription registered or login on Mondaq.com course of action that is by! Post-Prest whether the appellate courts will accept that rationale [ 29 ] ( primarily impact of prest v petrodel dispute! Proceedings following the divorce of Michael and Yesmin Prest News and briefings, or effective... Intended as legal advice at an early stage to ensure proper documentation is place! Divorcing couple, Mr and Mrs Prest had requested several properties belonging – ultimately – to husband... The properties in dispute, i.e properties held by the Supreme Court findings... ] 3 WLR 1 at [ 29 ] that this briefing is intended to provide a guide... 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