Daimler

Co.
v
Continental Tyre &
Rubber Co. (GB) Ltd.
[1916]
(H.L.)

A.C.

307

Supplies
Tyres

Suit for
recovery of
debt

Declaration
of war

Aliens
Enemies

German
Nationals

Paying is
illegal

Lord Reading CJ, Cozens-Hardy LJ, Phillimore LJ, Pickford LJ

and Kennedy LJ,
Court of Appeal

Affirmed the decision too, holding there would be no offence.

They held the company did not change its character because
of the outbreak of war. They say it, "remains an English
company regardless of the residence of its shareholders or
directors either before or after the declaration of war.

Mr Gore-Browne argued, for Daimler Co Ltd, that the

technicality should be swept aside in time of war

Lord Reading CJ The fact of

incorporation was not just a technicality
The

Company

is

living

thing

with

separate

existence which cannot be swept aside as a technicality.

It is not a mere name or mask or cloak or device to
conceal the identity of persons and it is not suggested
that the company was formed for any dishonest or
fraudulent purpose. It is a legal body clothed with the
form prescribed by the legislature
He relied onJanson v Driefontein Consolidated Mines, where
Lord Macnaghten, Lord Brampton andLord Lindley, holding
that a foreign corporation does not become British because its

Buckley LJ Though the company is a legal

person existing apart from its corporators, that
it still had enemy character
The artificial legal person called the corporation has
no physical existence. It exists only in contemplation of
law. It has neither body, parts, nor passions. It cannot
wear weapons nor serve in the wars. It can be neither
loyal nor disloyal. It cannot compass treason. It can be
neither friend nor enemy. Apart from its corporators it
can have neither thoughts, wishes, nor intentions, for it
has no mind other than the minds of the corporators.

Lord Parker, Just like a natural person can have enemy

character though born in the UK, so can a legal person.
House of Lords

Assume an enemy character. This will be the case if its

agents or the persons in de facto control of its affairs,
whether authorized or not, are resident in an enemy
country, or, wherever resident, are adhering to the
enemy or taking instructions from or acting under the
control of enemies. A person knowingly dealing with
the company in such a case is trading with the enemy

Lord Parker, House of Lords

I think that the analogy is to be found in
control

The acts of a companys organs, its directors,

managers, secretary, and so forth, functioning
within the scope of their authority, are the
companys acts and may invest it definitely with
enemy character

Control &
Enemy
Character

CORPORATE
VEIL

Company &
Nationality

I SWEAR ITS DONE!