Is there a perpetual solution in resolving a corporate veil issue?

- Pankaj Jain
Introduction
Corporate veil in UK and US
United Kingdom
United States
A comparative study
Indian perspective
The right approach..Conclusion
Introduction A company has a separate legal personality and once it is formed it has its own liability
in a corporate form. This basic feature of a company has led to an enormous economic
growth worldwide due to an incredible increase in investments. Today, an investor can
invest in companies, deal in securities, transact with the constant variations within stock
markets and be a player in the active corporate game and at the same time have its
liability limited to the amount of investments he has made in such companies. This is the
fundamental of such an everlasting important principle of separate corporate personality.
An independent corporate entity principle is however, not considered on some occasions
and shareholders are held personally liable for acts of the company. This is what is
construed as piercing the corporate veil. Likewise, where there is a group of
conglomerate, parent company is held liable, on some occasions, for the acts of
subsidiary. The corporate veil is generally pierced so that voluntary creditors who
contract with the company and also involuntary creditors who become victims for acts of
the company are safeguarded from assets of the parent company where subsidiary has
limited assets to repay the loss or damage caused to such creditors. The legislature has
attempted to incorporate statutory provisions for benefit of the creditors. However, in
complex situations, and more specifically in case of involuntary creditors, where
statutory provisions does not suffice the purpose, judiciary has considered the facts and
circumstances of each case and laid down certain principles so that justice could be done

in true sense and the interest of creditors could be safeguarded whilst at other times, it
has maintained separate legal personality of the companies, where it was felt that there is
no unity of interest and dominant control relationship between the parent and subsidiary
company. However, it seems astounding as judicial approach towards corporate veil
through different labels has led to different conclusions.
What are these labels that aid judiciary in UK and US resolving the corporate veil
disputes? Whether such labels can resolve every dispute in real sense remains a matter of
discourse. Let us consider the UK and US approach towards such cases and find out
whether there can be a right approach which can be characterised as perpetual solution
for resolving every case relating to corporate veil, arising out of complex situations, in
both the countries.
Corporate veil in UK and US The corporate veil can be pierced either through the application of specific statutory
provisions[1] or through principles laid down by the judiciary. The contemporary issue
deals with the judicial attempt in piercing the corporate veil, making it wise to discuss the
principles laid down in judicial precedents rather than discussing the unambiguous
statutory provisions[2].
United KingdomThe company is at law a different person altogether from the subscribers to the
memorandum; and, though it may be that after incorporation the business is precisely the
same as it was before, and the same persons are managers, and the same hands receive
the profits, the company is not in law the agent of the subscribers or trustee for them. Nor
are the subscribers as members liable, in any shape or form, except to the extent and in
the manner provided by the Act.
This has been laid down in the landmark case of Salomon v. Salomon[3], which has
offered us with the comprehensive connotation of a separate legal entity. The House of
Lords held in this case that the corporation has a separate legal identity and that the
company is not the agent of shareholders. Since then the principle of separate legal
personality has remained of great importance in corporate world. In few cases, we would
find that such maintaining of a separate legal personality has been beneficial for
directors. In Lee v. Lees Air Farming Ltd.[4], the issue before the Court was whether the
widow of a sole governing director named Lee, who had employed himself in the
company, can claim compensation under section 3(1) of the New Zealand Workers
Compensation Act 1922 in the capacity of the wife of the employee. The Court held that
Lee and the company were holding separate legal entities under which he became the
director on the one hand as well as an employee on the other. The Court thus held that his
widow can claim compensation as the wife of employee from the company. Hence, we
find that once a company is formed by a person in accordance with the purported

statutory obligation, he can claim the benefit in dual capacity from the company under
the garb of corporate personality.[5]
However, in most of the cases where corporate veil has been pierced, it has been for the
benefit of the creditors of a company by way of damages or compensation from the
controlling shareholders/directors or the parent company (in case of parent subsidiary
relationship). In doing so, the courts have laid down various factors in determining the
relationship between the parent and subsidiary companies. In Smith, Stone & Knight v.
Birmingham Corporation[6], the Court has indicated six factors in answering the question
of whether parent corporation can be held liable for the acts of subsidiary. They are; were
the profits treated as the profits of the company? Were the persons conducting business
appointed by the parent company? Was the company the head and brain of the trading
venture? Did the company make profits by its skill and direction? Was the company in
effectual and constant control?
The emergence of various labels has been a trend in the judiciary for betterment of
creditors. In Jones v. Lipman[7], where the Defendant formed a company in order to
avoid the specific performance of the Plaintiffs claim against the first Defendant, the
Court came to a conclusion that specific performance ought to be granted against both the
Defendants, as Defendant company is the creature of first Defendant, a device and a
sham, a mask which he holds before his face in an attempt to avoid recognition by the
eye of equity. The Court labeled the formation of Defendant Company by the Defendant
as a cloak or sham.[8] Further the Court held that specific performance cannot be resisted
by a vendor who, by his absolute ownership and control of a limited company in which
the property is vested, is in a position to cause the contract to be completed.[9]
In 1960s and 1970s, Courts have not been reluctant in piercing the corporate veil. Lord
Denning has stated that the doctrine laid down in Salomons case has to be watched very
carefully.[10] It has often been supposed to cast a veil over the personality of a limited
company through which the courts cannot see.[11] But that is not true.[12] The courts
can, and often do, pull off the mask.[13] They look to see what really lies behind.[14]
The legislature has shown the way with group accounts and the rest. And the courts
should follow suit.[15] In DHN Food Distributors Ltd v. Tower Hamlets London
Borough Council[16], Lord Denning rejected the Salomon principle and pierced the
corporate veil so that the parent company can claim compensation for the losses/
damages of the subsidiary. The concept of economic entity' was born with this case
where Lord Denning determined that there was evidence of a general tendency to ignore
the separate legal entities of various companies within a group and to look instead at the
economic entity of the whole group'[17]
However, courts in the UK thereafter came to a conclusion that mere single economic
entity is not sufficient and that the establishment of faade also stands vital in piercing
the corporate veil.[18] While discussing the principle of DHN case, the Court in the
landmark case of Adam v. Cape Industries[19], endeavoured to discover the relationship
between the parent and subsidiary at multinational level. In this particular case, courts in
UK had to decide whether the judgement passed by the US courts against Cape would be

binding on the parent company in UK. The Court held that the corporate veil could not be
pierced. The Court segregated the issues into three parts, on the basis of the Plaintiffs
submissions, in order to explain the relationship between parent and subsidiary
companies.
The single economic unit argument[20]
The Court, while deciding whether Cape and subsidiaries constitute a single economic
unit for jurisdiction purpose, held that there is no general principle that all companies in a
group of companies are to be regarded as one. Each company in a group of companies (a
relatively modern concept) is a separate legal entity possessed of separate legal rights and
liabilities.
The agency argument
In deciding whether a company is present in a foreign country by a subsidiary, which is
itself present in that country, the court is entitled, indeed bound, to investigate the
relationship between the parent and subsidiary. In particular that relationship may be
relevant in determining whether the subsidiary was acting as the parents agent and if so
on what terms. The Court came to a conclusion that the subsidiaries (N.A.A.C and C.P.C)
in US cannot be treated as the agents of Cape.
Piercing the corporate veil argument
The Courts outlook towards this argument led into a rule that it is appropriate to pierce
the corporate veil where special circumstances exist indicating that it is a mere faade
concealing the true facts. Thus the question of law which had to be considered was
whether the arrangements regarding subsidiaries made by Cape with the intentions which
the Court had inferred constituted a faade such as to justify the lifting of the corporate
veil. The Court held that where the faade is alleged, the motive of the perpetrator may
be highly material.
In few other cases, courts have taken into consideration the principle of equity to come
out of the rigid rule of separate corporate personality of Salomon case. In Creasey v.
Breachwood Motors Ltd[21], taking into account the principle of equity, Court lifted the
corporate veil for the benefit of the Plaintiff with the notion that the company can be a
faade even though it was not originally incorporated with any deceptive intent.[22]
However, the efforts went in vain as the principle laid down in this case was soon
overruled by Ord v. Belhaven Pubs Ltd[23], The Court held that the veil should not be
lifted merely because legal technicalities resulted in injustice. In this case, Plaintiff
wanted to substitute the parent company as Defendants. However, the Court came to a
conclusion that in the absence of any impropriety, sham or concealment in the
restructuring of the group it would be wrong to lift the corporate veil in order to make the
shareholders of the defendant company liable instead of the company itself. Nor was it
appropriate to treat the group as a single economic unit by disregarding the separate and

distinct legal entities involved as the restructuring was not a mere facade concealing the
true facts.[24]
UK courts have however considered the facts and circumstances of each case in order to
determine whether the formation of subsidiary company was a faade concealing the true
facts. In Trustor AB v. Smallbone[25], the Court was more inclined to pierce the
corporate veil and gave a contrary view by again establishing that in the interest of justice
the veil can be lifted or pierced.
Tortious liability issue
Voluntary creditors are usually safeguarded through contractual relationship with the
company. Sometimes they are provided with high premium or interest where the risk
factor is at a high. As far as involuntary creditors are concerned, they have no remedy in
case of tort committed by the company. Such involuntary creditors cannot be safeguarded
with any contractual obligation as there is no such contractual binding on them.
However, courts have attempted to resolve the disputes by determining the duty of care
required by the parent company towards the involuntary creditors through its
subsidiaries.
The tort actions against Multinational Companies have always raised a jurisdiction issue
or forum non conveniens; however, we are only to consider the corporate veil issue in
determining such cases. In Connelly v RTZ Corpn Plc[26], where a miner working in the
subsidiary of RTZ in Namibia, developed cancer through such mining activity. The miner
sued the parent company in London on the grounds of negligence. The Court held that
RTZ had responsibility for health and safety at the mine and this would have been such
as to create a duty of care to Mr. Connolly. However, Mr. Connolly did not succeed as
the claim was time barred.
The piercing of corporate legal personality has also been vital in cases involving tortious
liability of a multinational company against a group of people. In Lubbe v. Cape[27],
where a group action was brought against a London parent company in London for
personal injuries arising out of the commercial activities in South Africa of South African
subsidiaries, the court held that the defendant breached a duty of care which it owed to
those working for its subsidiaries or living in the area of their operations.
Thus we find that Courts cannot consider faade, unity of interest and ownership and
dominant control in providing justice to such non contractual involuntary creditors but
can pierce the corporate veil taking into account the extent to which the care is taken by
such parent company for persons working in the subsidiary company or in the vicinity of
such premise of the subsidiary.
United States The separate legal personality of a company is long recognized as a general principle in

United States as well. However, even in the US, corporate veil has been pierced on a
number of occasions through its laid down principles by way of precedents and not by
any statutory provisions. Judge Sanborn had rightly stated that, a corporation will be
looked as a legal entity as a general rule, until sufficient reason to the contrary appears;
but when the notion of public convenience, justify wrong, protect fraud, or defend crime,
the law will regard the corporation as an association of persons.[28]
Courts in US initially considered the principle of equity in piercing the corporate veil.
[29] Later, in 1980s, keeping aside the principle of equity, it was revealed by the courts
that in order to pierce the corporate veil, mere control of the subsidiary company by the
parent company is not sufficient. Courts approached towards the controlling
shareholders improper conduct factor along with dominant control as the basic
ingredient for piercing the corporate veil. In Amfac Foods, Inc v. International Systems
& Controls Corp[30], the Court held that when a plaintiff seeks to collect a corporate
debt from a shareholder by virtue of the shareholder's control over the debtor corporation
rather than on some other theory, the plaintiff must allege and prove not only that the
debtor corporation was under the actual control of the shareholder but also that the
plaintiff's inability to collect from the corporation resulted from some form of improper
conduct on the part of the shareholder. This causation requirement has two implications.
The shareholder's alleged control over the corporation must not be only potential but
must actually have been exercised in a manner either causing the plaintiff to enter the
transaction with the corporation or causing the corporation's default on the transaction or
a resulting obligation.[31] Likewise, the shareholder's conduct must have been improper
either in relation to the plaintiff's entering the transaction or in preventing or interfering
with the corporation's performance or ability to perform its obligations toward the
plaintiff.[32]
In 1990s, courts have generally laid down various labels in its different tests adopted to
discuss the topic of corporate veil. In the case of Sea-land Services, Inc. v. Pepper
Source, Inc.[33], Court laid down a two prong test which stated that first, there must be
such a unity of interest and ownership that the separate personalities of the corporation
and the individual [or other corporation] no longer exist; and second, circumstances must
be such that adherence to the fiction of separate corporate existence would sanction a
fraud or promote injustice.
In determining whether there exist unity of interest and ownership, Court had taken
various factors into consideration such as (1) the failure to maintain adequate corporate
records or to comply with corporate formalities, (2) the commingling of funds or assets,
(3) undercapitalization, and (4) one corporation treating the assets of another corporation
as its own.
After establishing the first factor of two prong test, Court then proceeded to the second
factor in which it laid down that there should either be fraud or injustice done in order to
pierce the corporate veil.[34] Though it seems not so difficult to understand the concept
of fraud, however, it was very difficult to get the real meaning of promoting justice.

The two prong test as laid down in the above case was also considered in Kinney Shoe
Corp v. Polan[35], where Court had to determine whether to pierce a corporate veil in a
breach of contract case. Interestingly, in this case, prior presumed knowledge with the
plaintiff about undercapitalized Defendant was considered of great importance for benefit
of the Defendants. Court labeled it as a third prong test in addition to the aforesaid
mentioned two prongs. Court stated that when, under the circumstances, it would be
reasonable for that particular type of a party [those contract creditors capable of
protecting themselves] entering into a contract with the corporation, for example, a bank
or other lending institution, to conduct an investigation of the credit of the corporation
prior to entering into the contract, such party will be charged with the knowledge that a
reasonable credit investigation would disclose.[36] If such an investigation would
disclose that the corporation is grossly undercapitalized, based upon the nature and the
magnitude of the corporate undertaking, such party will be deemed to have assumed the
risk of the gross undercapitalization and will not be permitted to pierce the corporate veil.
[37] However, Court in this case held that this third prong test is permissive and not
mandatory.[38] Court on the basis of the equitable remedy and the totality of the
circumstances test that each case to be decided on it own facts to pierce the corporate
veil, held the Defendant personally liable. In this case, it was established that Polan did
not observe any corporate formalities and it was incorporated with inadequate
capitalization.[39] Court held that grossly inadequate capitalization combined with
disregard of corporate formalities, causing basic unfairness, are sufficient to pierce the
corporate veil in order to hold the shareholders actively participating in the operation of
the business personally liable for a breach of contract to the party who entered into a
contract with the corporation. The factor of inadequate capitalization was also discussed
in Radaszewski v. Telecom Corp[40], where Court held that the whole purpose of
asking whether a subsidiary is properly capitalized, is precisely to determine its
financial responsibility. The court further laid down that undercapitalization factor
proved that control over subsidiary was used to commit fraud, wrong or unjust act
injuring plaintiffs rights.[41] Undercapitalized subsidiary justifies an inference that the
parent is either deliberately or recklessly creating business that will not be able to pay its
bills or satisfy judgments against it.[42]
In Perpetual Real Estate Services, Inc. v. Michaelson Properties, Inc[43], the Supreme
Court of Virginia held that something more than proof that some person may dominate
or control corporation, or treat it as a mere instrumentality or agency, is required to pierce
corporate veil. Plaintiff must also establish that corporation was a device or sham used to
disguise wrongs, obscure fraud or conceal crime.
A Comparative study Both UK and US believe that separate legal personality is a rule which has to be
considered significant. However, in UK where there was a cloak or sham or in US where
there was a satisfaction of two prong test of control and shareholders improper conduct,
courts were inclined in piercing the corporate veil. In UK, courts realised that apart from

single economic entity, there is also faade which is necessary for holding a parent
company liable for the act of subsidiary. Instead of faade, US courts relied on the
second prong i.e. an improper conduct as an essential requisite for piercing the veil.
Inadequate capitalisation was also considered an important factor to pierce the veil in
US, however, it was soon realised that it had to be accompanied with some other related
factors. Both the UK and the US courts discovered various factors to satisfy the unity of
interest and ownership and dominant control between the parent and subsidiary
companies. With the passage of time, UK courts found that in the principle of equity or in
the interest of justice, corporate veil can be pierced on the facts and circumstances of
each case. Similarly US courts invented the totality of the circumstances test where it
looked into all the circumstances of each case to decide the corporate veil issue. Thus,
there has always been an unpredictable graph in the judiciary of both the countries on the
corporate veil issue which has laid down threat in the corporate world as no one can
judge the contingent action by the judiciary on the separate legal entity rule.
Indian PerspectiveIn India also the principle of corporate legal personality is generally considered as a rule
rather than an exception. Certain provisions of the Companies Act, 1956 empower the
courts to lift the veil to reach the persons who are in fact responsible for the wrongful act.
The courts lift the corporate veil where fraudulent, dishonest or improper use is made of
the legal entity. There are other provisions scattered throughout the Companies Act, 1956
which specifically lays down when the corporate veil can be lifted such as section 45 lifts
the corporate veil where a company carries on business for more than six months after
the number of its members has been reduced below seven in the case of a public
company and two in the case of a private company. Section 69 holds the Directors liable
to replay the money with the prescribed interest where the application money of those
applicants to whom no shares has been allotted is not repaid within 130 days of the date
of issue of the prospectus. Section 147 provides that such officer of the company or any
other person would be personally liable who acts on its behalf and enters into a contract
or signs a negotiable instrument without fully writing the name of the company. Section
542 lays down that where in the course of winding up of the company, it appears that the
business of the company has been carried on with intent to defraud the creditors of the
company or any other person or for any fraudulent purpose, al those who were aware of
such fraud shall be personally liable without any limitation of liability.
The Courts in India have generally applied the principle of Salomon v. Salomon & Co.,
for lifting the corporate veil. In State of UP v. Renusagar[44], the court has applied the
doctrine of lifting the corporate veil. The Supreme Court has held that the doctrine of
lifting the corporate veil is expanding in the modern jurisprudence. The doctrine is of
general application and is not confined to the Companies Act, 1956. It can be resorted to
all cases depending upon the relevant statutory or other provision, the object sought to be
achieved, the impugned conduct, the involvement of public interest and the interest of the
affected parties. In Kapila Hingorani v. State of Bihar, the court held that a company
incorporated under the Companies Act is a juristic person and has a distinct and separate

entity vis--vis its shareholders. The corporate veil, however, can in certain situations be
pierced or lifted. Whenever a corporate entity is abused for an unjust and inequitable
purpose, the court would not hesitate to lift the veil and look into the realities so as to
identify the persons who are guilty and liable thereof. The veil can indisputably be lifted
when the corporate personality is found to be opposed to justice, convenience and interest
of the revenue or workman or against public interest.[45]
The right approach..ConclusionThis article clearly explains how case laws have larked the rule of separate legal identity
and how judiciary as a whole has created a mockery on the issue of piercing the corporate
veil. Today, judiciary has to take the pain of looking into the facts and circumstances of
each case independently rather than considering laid down fluctuating judicial principles
on this topic. But the impediment then involves is in the corporate menace, where
uncertainty can lead into high instability in the market. In order to avoid the situation,
question still remains whether the judiciary can lay down certain broad principles on the
issue of corporate veil which can be treated as that of universal character and which can
bring some consistency and uniformity within the corporate world.
The author is of the view that in cases involving community interest where there arise
human rights and environmental hazards issues of public nature, the legislature has to lay
down flexible test and factors and judiciary to take a stern action against such
conglomerates on the facts and circumstances of each case. Courts should be more
flexible in such cases while ascertaining the corporate veil issue.
While in all other cases, author is of the view that the fundamental of a separate legal
personality has to be considered vital in every case except for special circumstances. The
legislation through its statutory application ought to mention these special circumstances
which should to be viewed as universal in nature. Hence, any case which comes for the
determination before judiciary has to by-pass the special circumstances laid down by the
legislature and subsequently narrow down the observation of that case on its facts and
circumstances.
The detailed study of each of these cases of both the countries would reveal that judicial
attempt has always been towards discussing two issues i.e. the ability of a company to
fulfil its obligation and the act or control of the parent company over its subsidiary.
Thus, legislature with the aid of aforesaid two important issues and other factors laid
down in numeral cases in US and UK should develop a test along with factors (to satisfy
the test) in order to come within the ambit of an exception rule i.e. special circumstances
to the general fundamental principle of separate legal personality.
The principle of equity and interest of justice can ruin legislative intent and hence the
discretionary power of judiciary under the garb of equitable remedy can lead to a
discourse of unending solution. Hence, courts ought to restrain itself from stretching its

arms and focus only on the legislative laid down test and factors to pierce the corporate
veil in exceptional circumstances.
The Bibliography
Referred Books:
Paul L. Davies., Principles of Modern Company Law., seventh edition 2003.Brende
Hannigan., Company Law, 2003 edition.LS Sealy., Cases and Materials in Company
Law., seventh edition 2001.Stephen Griffin., Company Law Fundamental Principles,
Third Edition 2000 Simon Goulding., Company Law., Second Edition, 1999. John Lowry
and Alan Dignam., Company law., Third Edition, 2005 Afterman., Cases & Materials on
Corporations and Associations., Third Edition. Chris Shepherd., 150 Leading cases.,
Company Law., Third Edition, 2004 Boyle & Birds., Company Law, Fifth Edition, 2004.
Referred Articles:
Stephen B. Presser., Piercing the Corporate Veil - Chapter 1, Economics and
Democracy: A Historical and Analytical Overview of the Piercing Doctrine - February
2005 Update
Robert B. Thompson., Piercing the Corporate Veil: an empirical study, 1991 by the
Cornell University; Cornell Law Review., July, 1991
Kyle D. Wuepper., Piercing the corporate veil, a comparison of contract versus tort
claimants under Oregon Law, 78, Or. L. Rev. 347.
Glenn P. Hendrix & Adam S. Skorecki, partners of Arnall Golden Gregory LLP, Atlanta
Georgia., Financial Asset Protection Strategies in Long Term Care: Avoiding liability
under the doctrine of piercing the corporate veil.
Ingrida Levickaite, Can the Corporate Veil be pierced under Lithuanian law?,
International Journal of Baltic Law, Volume 1, No. 4 (December, 2004), quoted from
www.fcsl.edu/baltic/
[1] The statutory provisions, for instance, section 24 of the Companies Act, 1985 deals
with the personal liability of the sole director in case the business is carried on without
the minimum (two) members on the Board. Similarly, also see, sections 348 and 349 of
the Companies Act 1985.
[2] The statutory provisions here mean and include only the provisions of Companies
Act. However, this article would be dealing with interpretation of the provisions of other
Acts than the Companies Act as the Courts have dealt with the labels in few instances.

[3] [1897] AC 22, HL.

[4] [1961] A.C.12, PC.
[5] Also see Trebanog Working Mens Club and Institute Ltd v. MacDonald, [1940] K.B.
576, where a company was incorporated to obtain benefits of the exemption from the
liquor licence rules.
[6] [1939] 4 All ER 116.
[7] [1962] 1All ER 442.
[8] Also see Gilford Motor Co v. Horne, [1993] Ch 935, in which Court granted
injunction while holding the formation of the Defendant company as a sham.
[9] Jones v. Lipman., [1962] 1All ER 442.
[10] See Littlewoods Mail Order Stores v. IRC., [1969] 1 WLR 1241.
[11] Ibid
[12] Ibid
[13] Ibid
[14] Ibid
[15] Ibid
[16] [1976] 1WLR 852, [1976] 3 All ER 462 (Court of Appeal)
[17] Ibid
[18] In Woolfson v. Strathclyde Regional Council., (1978) 38 P & CR 521, HL, House of
Lords held that the corporate veil could not be pierced in the absence of faade in relation
to the formation of the subsidiary company and that mere control by the parent company
is not sufficient.
[19] (1990) Ch. 433, CA.
[20] In order to establish that a group of companies is in reality one economic entity, it
must be shown, at the very least that the holding company exerts a substantial, if not
absolute degree of control over the affairs of the subsidiary company, to the extent that
the holding company must be in a position whereby it controls the subsidiary. The
holding companys degree of control must extend beyond control based upon its control
of a majority of the subsidiarys shares. (Stephen Griffin., Company Law Fundamental

Principles, Third Edition 2000, pg. 13)

[21] [1993] BCLC 480.
[22] "The recognition of the legal personality of the company.",
www.acumenlegal.com/Corporate_Law/
[23] [1998] 2 BCLC 447, CA.
[24] Ibid
[25] [2001] 2 BCLC 436 Ch D.
[26] [1998] AC 854.
[27] [2001] 1 WLR 1545.
[28] United States v. Milwaukee Refrigerator Transit Co, 142 F.2d 247, 255 (E.D. Wis.
1905).
[29] Walkovszky v. Carlton., 18 N.Y. 2d 414, 276 N.Y.S.2d 585, 223 N.E.2d. 6 (1966).
[30] 294 Or. 94, 654 P. 2d 1092 (1982).
[31] Amfac Foods, Inc v. International Systems & Controls Corp., 294 Or. 94, 654 P. 2d
1092 (1982).
[32] Ibid
[33] United States Court of Appeals, 7th Circuit, 941 F.2d 519 (1991).
[34] Supra Note 31.
[35] 939 F.2d 209 (4th Cir. 1991).
[36] Kinney Shoe Corp v. Polan., 939 F.2d 209 (4th Cir. 1991).
[37] Ibid
[38] Ibid
[39] Ibid
[40] 981 F. 2d 305 (8th Cir. 1992).
[41] Radaszewski v. Telecom Corp., 981 F. 2d 305 (8th Cir. 1992).

[42] Ibid
[43] 974 F.2d 545 (4th Cir. 1992).
[44] AIR 1988 SC 1737
[45] 2003 (4) SCALE 712