S17(2) focus on the accrual of liability. If before he retires a liability arises then the partner will be liable.

Mid-Term

The questions is whether they can claim against anyone else or if they can claim against
!eng"!oar# of $%

The ob&ious issue is whether there is any claim by way of lifting the corporate &eil o o
'iscuss the groun#s for lifting the corporate &eil This is not an area which is &ery precise at least it hasn(t been an# we loo) at some new *nglish cases that are sai# to a## some clarity to the law an# the answers particularly on !I+ may not be clear cut so he wasn(t loo)ing for so much for conclusion as much as for reasoning. Some of the groun#s tra#itionally set out for lifting the &eil was agency if you can show that outcon was acting as an agent not strictly lifting the &eil but it wor)s if you can establish agency

,gency ,rgument o o
%an be establishe# e-pressly but we )now from solomon(s case that the fact of incorporation #oes not mean agency +ater circumstances say that you can ha&e agency if you can establish it then we get into the somewhat mur)ier area of implie# agency some cases focus on the intention that agency has other cases focus on the ob.ecti&e e&i#ence or facts that try to establish a factual in#istinctness between the subsi#iary an# the company. The groun#s are a little bit confusing an# the metaphors o&erlapping an# sometimes agency runs into the alter/ego. !ut whether you regar# that as implie# agency or alter/ego there is a theroretical argument to be ma#e there but the courts ten# to loo) for factual in#istinctness. ,t a conceptual le&el you can #istinguish agency from the alter ego argument (see 0ra)ash in 1in +ine) but lea&ing conceptual problems asi#e it seems that the courts are loo)ing for a lac) of #istincti&eness. 1e #on(t ha&e that on the facts here. 2ust because $3tcon #oesn(t ha&e a lot of substance #oesn(t mean that the court will treat it as being the same entity as its parents. 4uite often parents will support their subsi#iaries in many ways. The subsi#iary company clearly has a #ifferent business. The alter ego argument is perhaps a little #ifficult to ma)e. If we mo&e on to other groun#s for lifting the &eil the so calle# fa5a#e or shame. In such cases in the alwi(s case they #i#n(t tell us what fa5a#e"sham means. 1hat fa5a#e seems to mean is a fa5a#e or sham which is use# to e&an#e obligation nor for #ecepti&e purposeness. There #oesn(t seem to be an e&asion of obligations at least before the assets were transferre#.

Single *conomic *ntity

,#ams an# %ape *ntities say that it is not a goo# .ustification for lifting the &eil unless some other obligations apply.

+egal 0rofession ,ct o o o o o o

This is about lifting the &eil again. There is a rule un#er the legal profession act that 6.if they ha&e an arrangement with !I+ an# it pay The referral is coming in in proportion to the &alue of the #aamges. !ut we can only say that the ban is breache# if we lift the &eil between !I+ an# $utcon. In trying to show that S78 has breache# the rule can we say that it there has been a breach9 There is also an a##itional argument that you can ma)e in qn 2 that you can(t ma)e in q 1 you can use the authority of statute to ignore the common law if it so suits the case if the statute is in&ol&e# it becomes a question of statutory interpretation. ,s) is respecting the corporate &eil rele&ant9 It is fairly clear that the scheme )in#a splits into two persons is a transparent attempt to get aroun# the statutory rule an# there #oesn(t seem to be a goo# reason for ignoring the statutory rule so there is a pretty strong argument for lifting the &eil in question 2.

1hat will be on the *-am

*&erything e-cept corporate &eil.