Salomon v A Salomon & Co Ltd [1896]

Salomon v A Salomon & Co Ltd [1896] UKHL 1, [1897] AC 22 is a cornerstone of UK company law, decisively affirming the principle of corporate personality. The House of Lords' unanimous ruling established that creditors of an insolvent company could not pursue the company's shareholders for outstanding debts, reinforcing the doctrine set forth in the Companies Act 1862. This decision has had enduring implications for the legal landscape surrounding corporate entities and their separateness from their shareholders.

Aron Salomon operated as a sole proprietor making leather boots and shoes. Desiring to include his sons in the business, he transformed his enterprise into a limited liability company, A Salomon & Co Ltd. The company purchased Salomon's business at an inflated price, with his family members becoming subscribers and his two elder sons becoming directors. Salomon retained 20,001 of the 20,007 shares, receiving these shares as payment for his original business. Additionally, the company issued Salomon £10,000 in debentures, which he used to secure a £5,000 loan from Edmund Broderip. Following incorporation, a decline in sales led to the company's failure and default on its debenture interest payments. Broderip sued to enforce his security, resulting in the company's liquidation. After Broderip was repaid, only £1,055 remained, which Salomon claimed. The liquidator argued that Salomon should be liable for the company's debts, claiming the formation was fraudulent and an abuse of corporate personality.

At first instance, Judge Vaughan Williams ruled in favour of Broderip, asserting that the company was merely an agent or alias of Salomon, and thus, Salomon was liable for its debts. The Court of Appeal upheld this decision, with Lindley LJ criticising Salomon's exploitation of corporate incorporation, describing the company as a façade for Salomon's personal business. They viewed the formation as a scheme to evade personal liability, stating that Salomon should indemnify the company's debts as the company was essentially his trustee.

The House of Lords overturned the Court of Appeal's decision, emphasising a strict interpretation of the Companies Act 1862. They rejected the notion that the shareholders needed to be independent of the majority shareholder. Lord Halsbury LC underscored that the statute did not impose any requirement regarding the degree of interest held by each shareholder. The company, once legally constituted, was a separate legal entity. Lord Macnaghten elaborated that once a company is incorporated, it is distinct from its shareholders and is capable of conducting business as an independent entity. The House of Lords thus concluded that Salomon was not personally liable for the company's debts.

Salomon's case solidified the concept of corporate personality, affirming that a company, once incorporated, is a separate legal entity from its shareholders. This principle has remained a foundational element of company law, though subsequent cases and legislation have introduced exceptions, particularly in instances of fraud or criminal activities. For example, in Prest v Petrodel Resources Ltd [2013] UKSC 34, the courts have distinguished between piercing the corporate veil and situations where a company is deemed an agent for a wrongdoer.

The decision in Salomon has been both celebrated for its clarity and criticised for its perceived facilitation of misuse of corporate structures. Critics like Otto Kahn-Freund have described the ruling as detrimental, advocating for the abolition of private companies. The legislative response was the Preferential Payments in Bankruptcy Amendment Act 1897, later reinforced by the Insolvency Act 1986, which improved the prioritisation of certain creditors over floating chargeholders.

In conclusion, Salomon v A Salomon & Co Ltd remains a pivotal case in company law, establishing a clear precedent for the treatment of corporate entities and their separateness from individual shareholders. While it has been subject to criticism and has necessitated legislative adjustments, its core principle continues to underpin the legal understanding of corporate personality.
Back to blog

UOL Case Bank

Upon joining, you become a valuable UOL student and gain instant access to over 2,100 case summaries. UOL Case Bank is constantly expanding. Speed up your revision with us now.

Subscribe Now

Where are our students from?

Yale University
Council of Europe
Baker Mckenzie 
University of Chicago
Columbia University
New York University
University of Michigan 
INSEAD
University College London (UCL)
London School of Economics (LSE)
King’s College London (KCL)
University of London
University of Manchester
University of Zurich
University of York
Brandeis University
University of Exeter
University of Sheffield
Boston University
University of Washington
University of Leeds
University of Law
Royal Holloway, University of London 
Birkbeck, University of London
SOAS, University of London
University of Kent
University of Hull
Queen’s University Belfast
Toronto Metropolitan University
Hong Kong University of Science and Technology
University of Buckingham

  • Criminal Practice

    Diagrams and Charts

    Our carefully designed diagrams and charts will guide you through complex legal issues.

  • Criminal Law

    Clear and Succinct Definitions

    Key concepts are concisely defined to help you understand legal topics quickly.

  • Property Law

    Statutory Provisions

    Statutory provisions are provided side by side with legal concepts to help you swiftly locate the relevant legislation.

  • Public Law

    Case Summaries

    We have summarised important cases for you so that you don't need to read long and boring cases.

  • Evidence

    Rules and Exceptions

    Rules and exceptions are clearly listed so that you know when a rule applies and when it doesn't.

  • Company Law

    Terminology

    Legal terms and key concepts are explained at the beginning of each chapter to help you learn efficiently.

  • Case Law

    Case law is provided side by side with legal concepts so that you know how legal principles and precedents were established.

  • Law Exam Guide

    Law Essay Guide

    You will learn essential law exam skills and essay writing techniques that are not taught in class.

  • Law Exam Guide

    Problem Question Guide

    We will show you how to answer problem questions step by step to achieve first-class results.

  • Conflict of Laws

    Structured Explanations

    Complex legal concepts are broken down into concise and digestible bullet point explanations.

  • Legal System and Method

    Legal Research

    You will learn legal research techniques with our study guide and become a proficient legal researcher.

  • Jurisprudence and Legal Theory

    Exam-focused

    All essential concepts, principles, and case law are included so that you can answer exam questions quickly.