Melbourne Law School - Theses
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ItemReforming the corporate entity principle from a creditors' perspective( 1986)On 28 July 1892 Aron Salomon incorporated Aron Salomon and Company, Limited together with six members of his family. In performing this relatively simple task, he could little have suspected what was about to befall him. Within one year he was to go from riches to ruin. Within two years he was to have his reputation shredded. And within four years he was to have his name enshrined in legal history. In Salomon v. Salomon &. Co.,Ltd. the House of Lords unanimously held that, in English law, companies were legal entities in their own right, completely separate from their owners, and that companies were not the agents or trustees of their owners. This paper will examine this "corporate entity principle" from the viewpoint of trade creditors of companies. It is the thesis of this paper that the corporate entity principle as affirmed in Salomon should, and can, be modified in Australia to more adequately protect trade creditors. Trade creditors are the group who would most like to see the effect of Salomon modified in their favour, and are the group who have had the least success so far in attempting to do this. They have been chosen as the focus of this study precisely because of this lack of success. If the corporate entity principle can be shifted for them, it can be shifted for any other group. To expound on the thesis of this paper, it is first necessary to understand the decision in Salomon and to see the way in which it has been applied by the courts in Australia. Chapters 1 and 2 attempt to provide this background. Chapter 2 also contrasts the approach to the corporate entity principle taken by the courts in Australia with that of the English courts. Even though it is almost 90 years since the House of Lords decided Salomon, Chapter 2 makes it clear that Salomon is still good law in Australia. Chapter 3 suggests that not everyone is happy that this is so, and examines possible reasons why the corporate entity principle has remained intact for so long despite the criticisms that have been levelled against it. In a similar vein, Chapter 4 explores the suggestion that changes made when the Companies Code (2) was introduced in 1981 (in particular, the introduction of s.556(1)) have obviated the need for further changes to the principle. Both these attempts to pre-empt the need to discuss the thesis fail, so Chapter 5 discusses reasons why the corporate entity principle should be modified. Chapter 6 examines possible ways of modifying the principle in the light of the problems highlighted in the preceding chapters. Chapter 7 briefly summarizes the findings of this paper.
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ItemThe concept of dishonesty in the law of theft in Victoria and England( 1983)This paper is en empirical examination of the concept of dishonesty in England and Victoria from its inception as a result of the recommendations of the Criminal Law Revision Committee in England to the present state of the authorities in England and Victoria. The paper follows the authorities in chronological order first in England and then in Victoria. Each authority is examined and analysed in order to see how the Courts have come to terms with the new concept in defining it, how the concept has developed and changed and the connection of the new concept with the old concepts of larceny and related offences. General criticisms are offered where it is believed that the Courts have strayed from the concept or where the Courts appear confused about defining the concept or where the reasoning appears erroneous. The adequacy or otherwise of the concept as it presently stands is assessed and what advantages and disadvantages exist in the two jurisdictions. Finally, a proposal for reform is suggested having regard to the present state of the authorities.