所罗门案 案件事实与争议焦点
英美案例：公司独立法律人格原则2
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案件事实：
1Mr Salomon was a sole trader who owned a profitable manufacturing business.
2As an attempt to run his business as a limited company, he registered a new company he later used to buy his old manufacturing business.
3Under the statutes（美/ˈstætʃuːt/） governing company registrations at the time, seven persons subscribed to the memorandum of association: Mr Salomon himself, his wife and five adult children.
4The purchase of the business, instead of the market value, was priced in ‘the sanguine expectations of a fond owner’ and was ultimately 39，000 pounds. 10,000 out of the 39,000 was paid as a debenture to Mr Salomon which meant it owed such amounts to Mr Salomon, secured by a charge.
5Unfortunately and immediately after the transfer, the company found itself in danger of liquidation and unable to pay its debts.
6After its assets were realized in cash to pay the creditors, it was discovered that not even its secured creditors were able to be paid in full, meaning that Mr Salomon’s right of recovery against the loan notes were prioritized over the claims of unsecured creditors, leaving them without any relief.
6As a result, the liquidator brought an action against Mr Salomon, alleging that the loan notes were fraudulent and therefore invalid, that the company was acting as mere agent of Mr Salomon and the entire purchase was a sham.
7If the liquidator’s claims were favoured, Mr Salomon would be personally liable for the debts incurred by the company just as he would have been had he remained a sole trader.
1Mr Salomon was a sole trader who owned a profitable manufacturing business.
2As an attempt to run his business as a limited company, he registered a new company he later used to buy his old manufacturing business.
3Under the statutes（美/ˈstætʃuːt/） governing company registrations at the time, seven persons subscribed to the memorandum of association: Mr Salomon himself, his wife and five adult children.
4The purchase of the business, instead of the market value, was priced in ‘the sanguine expectations of a fond owner’ and was ultimately 39，000 pounds. 10,000 out of the 39,000 was paid as a debenture to Mr Salomon which meant it owed such amounts to Mr Salomon, secured by a charge.
5Unfortunately and immediately after the transfer, the company found itself in danger of liquidation and unable to pay its debts.
6After its assets were realized in cash to pay the creditors, it was discovered that not even its secured creditors were able to be paid in full, meaning that Mr Salomon’s right of recovery against the loan notes were prioritized over the claims of unsecured creditors, leaving them without any relief.
6As a result, the liquidator brought an action against Mr Salomon, alleging that the loan notes were fraudulent and therefore invalid, that the company was acting as mere agent of Mr Salomon and the entire purchase was a sham.
7If the liquidator’s claims were favoured, Mr Salomon would be personally liable for the debts incurred by the company just as he would have been had he remained a sole trader.
8Is the company which purchased Mr Salomon’s previous business fraudulent? 9Is the company a separate legal person that is distinguishable in law from Mr Salomon?