London Law Tutors

Friday, 17 October 2014

London's Global Law Tutors in Academic Year 2014-15!

London Law Tutor is an idea whose time has come because of the sheer resilience and relentless dedication to our corporate values of academic and professional excellence. Our global vision for legal education combined with the unmatched talent of our academic experts is second to none. The team at London Law Tutor continues to empower the global legal community with world-class legal knowledge and skills. Our commitment to provide clients legal knowledge free of charge continues since we have recently uploaded law lectures on Legal Aspects of International Finance, BPTC Criminal Litigation Identification Warnings and Becoming a Lawyer: Solicitor or Barrister? on our YouTube Channel

Tuesday, 8 July 2014

Revival of Salomon in Tortious Liability

One begins to wonder if the Court in the case of Salomon v Salomon [1897] A.C.22 ever envisaged that a principle derived from the case law in 1897 was continue to be litigated with such furore in 2014. The principle in Salomon sought to keep companies as separate legal entities which personalities that are distinct from their owners and controllers. The advantage here being that companies would not be liable for the debts of their shareholders and management and, in the reverse, shareholders and management would not be liable for the debts of the company.

The advantages of the separate entity principle is worthy of an article in itself. The long and the short of it being that by limiting the liability of shareholders company law is able to encourage entrepreneurship amongst those otherwise wary of the dangers associated with a failed venture; thus those without deep pockets but with deep ideas and skills have been able to trade and ensure their risk is limited.

However, a number of cases have worked to try and limit the principle in Salomon and thus allow shareholders and the management of the company to be liable for the debts and liabilities of the company; this principle has become known as “lifting the corporate veil”, amongst other names. However, in the interests of commercial certainty and preserving the limited liability and separate entity principle, Lord Sumption of the Supreme Court, in the case of Prest v Petrodel [2013] UKSC 34 has made it clear that the veil should not be lifted save for in exceptional circumstances. Thus, the Supreme Court has severely limited the case law relating to the lifting of the corporate veil.

The Court of Appeal has again spoken in the case of David Thompson v The Renwick Group plc [2014] EWCA Civ 635 by overturning a first instance decision which had held that a company was liable to its employee for the injuries and harm that came across as a result of the exposure to asbestos; the Court of Appeal was asked to consider whether the Defendant company, who owned two now defunct subsidiaries with whom the Claimant was employed, owed a duty of care to the Claimant. In holding that it did not, the Court of Appeal considered whether a parent company can have assumed a duty of care as to the health and safety of its employee by virtue of the fact that it had appointed one of its directors to concern themselves with the health and safety of the employees of the subsidiary companies. The Court of Appeal, in finding an answer in the negative, held that the director’s duty was limited to a duty to the company ad not to its employees and, thus, the parent company did not owe a duty f care to the employees of the subsidiary. In citing the case of Chandler v Cape plc [2012] EWCA 525, where, on the particular facts, the company was found to be liable, the Court of Appeal held that the factual differences were such as to not find the company liable in this instance.


This case allows multinationals and businessmen to breathe a sigh of relief following the case of Chandler where the concern was that the decision would expose (with no intended pun) multinational companies to litigation risks associated with asbestos cases.

The writer is a lawyer based in London, with a keen interest in Company, Employment and Immigration law. Previously, he has completed two Masters in Law at the University of Sussex and University College London.  He is currently pursing his third postgraduate legal qualification, undergoing training at BPP Law School in London on the Bar Professional Training Course and can be reached at: jay@londonlawtutor.com

Tuesday, 18 March 2014

LLT's March Madness

As the academic year is now in full swing and law exams are fast-approaching. The team at London Law Tutor is on hand to provide the most sophisticated and intellectually empowering law tuition using market-leading tutoring techniques. Our commitment to provide students legal knowledge free of charge continues since we have recently uploaded law lectures on Tax Law and Land Law on our YouTube Channel. We are here to provide not only knowledge to law students globally but also to inspire them to push themselves and redefine boundaries. 

Thursday, 13 February 2014

The actions we take; the boundaries we cross; the duties we owe…- status of directors

The epitome of a company director in the eyes of the layperson is too often his perceived inflated wallet. No doubt avid newspaper readers will recall the works of cartoonists depicting directors as hoarders of vast sums of money with enormous wallets. However, to coin a often-quoted phrase, “with great power comes great responsibility”. Company directors are under a catalogue of duties, as detailed in Part 10 of the Companies Act 2006, and these are often conflicting and vague. Equally, provisions in the Insolvency Act 1986 and the dangers of lifting the corporate veil for ills conducted by shareholder-directors can both add to the dangers of the job.

It would be thought, then, that the best way of avoiding such dangers is to be an “off-the-records director”. Legally referred to as “shadow directors”, a phrase which refers to “a person in accordance with whose directions or instructions the directors of the company are accustomed to act” (Section 251 CA 2006), the law has ensured such practices do not allow the evasion of liability. Where a person is found to control a company despite not being a de jure director, the law thus sees them as a de facto/shadow director and the liabilities that follow are one and the same. A third category, separate from the fully registered de jure direction, is the de facto director who falls fouls of the legal and procedural requirements to be constituted a de jure director.

A recent decision of the High Court has considered the test for establishing what constitutes a de facto director. Though the test is somewhat vague, we are too aware that company law cannot be confined by the scripts of the legislature or the utterances of the judiciary if it is to remain sufficiently and desirably flexible to accommodate for the contextual changes that are inevitable. The Court in Elsworth Ethanol v Hartley [2014] EWHC 99 stated that the test for a de facto director must consider the following:

   1. All the circumstances of the case; in considering all of the circumstances of the case, the following are important but   consideration need not be limited to them:

a.     Whether the company held the person out as being a director;
b.     Whether this individual made use of the title of director;
c.     Whether the individual was part of the corporate governance structure of the company; and
d.     Whether the individual was acting with other directors and whether he was on equal footing with the other directors.
   
2. If the capacity of the person acting is unclear (whether they act as a director or through some other role) they should be given the benefit of the doubt.

The consequences that follow from being perceived as a director of a company without being registered, be it a shadow or de jure director, can be severely damaging. The exposure can place the individual under an obligation to perform the duties of a direction under Part 10 CA 2006 and the additional liabilities and obligations that follow are of equal concern.

With the above matters in mind, it is submitted that whilst the test of the High Court in Elsworth is appreciable on the grounds that it retains flexibility whilst providing clarity, there is a valid concern that flexibility sacrifices certainty. Some may argue that the “benefit of the doubt” provision helps individuals from undue liability or obligations. However, this author argues that any link drawn between the lack of clarity in the underlying test and a qualification clause to the effect of the “benefit of a doubt” provision is a false analogy as the concern is not sufficiently countered by the qualification.



The writer is a lawyer based in London, with a keen interest in Company, Employment and Immigration law. Previously, he has completed two Masters in Law at the University of Sussex and University College London.  He is currently pursing his third postgraduate legal qualification, undergoing training at BPP Law School in London on the Bar Professional Training Course and can be reached at: jay@londonlawtutor.com

Monday, 3 February 2014

London Law Tutor launches Law Tuition Centre on Oxford Street!

The New Year has brought special things for LLT, and therefore special things for you. With our new tuition centre on Oxford Street, a brand new London Law Tutor App on iOS and Android systems with audio lectures, law notes and much more, and our ever-increasing portfolio of YouTube lectures, we are ready to take your legal education to new heights.

Tuesday, 14 January 2014

The Range of Reasonable Responses or a Stab in the Dark?

Dismissal is always a sensitive subject; not only due to the inevitable implications for an employee, but the complex and somewhat vague criteria that the employer must adhere to before terminating a contract.

Employment tribunals are to consider a dismissal as unfair if it fails to “fall within the range of reasonable responses”. In addition to being highly subjective in its very nature, the law throws an additional curve ball by expressly forbidding the judge from considering whether they personally would have dismissed the employee in the same circumstances; alternatively suggesting the tribunal ‘see through the eyes of the employer’ and adding a second subjective and rather unusual benchmark for judgment.

Issues relating to such an abstract test arose in the recent case of Rooney v Dundee City Council. Rooney had breached instructions given to her by her employers regarding cash handling; whilst this was done without intent or malice. She was given a final written warning and decided to appeal, however the appeal was never heard. Around a year later, Rooney made a similar mistake and was dismissed, it was accepted by Dundee that the second breach would not have led to dismissal had it not have been for the first instance which was being appealed. This raised an important issue for the tribunal to consider: was Rooney’s dismissal reasonable when reliant upon a previous matter?

The tribunal ultimately sided with Dundee in saying that the dismissal should not be deemed inappropriate based chiefly upon the existence of an unresolved issue. However, it did go on to say that the issue in question still needs be considered, only to be dismissed in its entirety if: issued in bad faith, without prima facie grounds for doing so or should the tribunal consider it “manifestly appropriate”. It may be suggested that the weight of the appeal itself would have influenced this particular decision, as it was discussed whether the appeal would have been successful or not. The tribunal was unsurprisingly vague in its decision and did not commit to an answer either way, commenting that as the breach itself was admitted and the decision would have been weighted on Rooney’s lack of intent and thus it could have gone either way. 

It is submitted there is just too much leeway for judgment in cases like this, paved by extremely wide terminology and leaves tribunal decisions wide open to criticism. In this particular case, the judge agreed that the dismissal was ‘harsh’- many may struggle to see the difference between this and ‘unreasonable’. A great deal of guesswork is also placed in the hands of the tribunal in that it is forced to consider the merits of a theoretical appeal and partially base a ‘just’ decision upon a non-existent outcome.

It seems as if ultimately the notoriously nebulous area of law, which is employment law, has muddied the waters yet again. It is well known that employment law is hardly a science, and it is acknowledged that reasonable assumptions are always made based on an incomplete collection of facts; a detective will arrive at a scene and use limited evidence to piece together the event. However such wide scope of subjectivity and possible small samples of evidence are bracketed with more of a philosophy and it seems a bridge too far for this commentator.

The consequences emanating from this area of law are not just suffered by employees; in a climate where employers are keen and in need of cutting down their task force, previously accepted bad conduct may become an attractive reason of dismissal, in this case an employer is faced with the hard task of determining where the boundary lies between a reasonable and unreasonable decision and must complete this task in the absence of an objective test or sufficiently comprehensive guidelines.


The writer is a lawyer based in London, with a keen interest in Company, Employment and Immigration law. Previously, he has completed two Masters in Law at the University of Sussex and University College London.  He is currently pursing his third postgraduate legal qualification, undergoing training at BPP Law School in London on the Bar Professional Training Course and can be reached at: jay@londonlawtutor.com

Wednesday, 1 January 2014

London's Global Law Tutors in 2014!

The team at London Law Tutor wishes you a great 2014. If you are looking for top quality private law tuition then we can certainly enhance your pursuit of academic excellence. We are proud to be leading innovation in legal education and plan to further cement our position as London's Global Law Tutors this year! You can now download the London Law Tutor App for all iOS and Android devices to access free law notes and law lectures!