Day 083 - 06 Feb 95 - Page 12


     
     1        over it so complete - that it is his alter ego.  That is
     2        the sort of case which was envisaged by Dunn, J. in B v.
     3        B", which was a matrimonial case.
     4
     5        In that case, your Lordship may remember, in fact, the
     6        Order was not made against the husband because, although he
     7        controlled the shareholding of the company, there was an
     8        independent minded board of directors who refused to
     9        disclose the documents.  Mr. Justice Dunn held that he did
    10        not have power in the sense in which it is used in the
    11        rule.
    12
    13        Then Lord Denning goes on:  "Other cases can be envisaged
    14        too".  I do not think I need read the passage from the
    15        Bingham Report.  Can I take your Lordship over the page to
    16        372?  I am afraid the letter I have lost, but it is about
    17        probably letter D, the paragraph beginning:  "No doubt",
    18        about halfway down the page. "No doubt, in many ordinary
    19        circumstances, what the parent company requests is
    20        automatically complied with by the subsidiary.  Lord
    21        Justice Brandon mentioned at the end of the argument the
    22        question of 'group accounts'.  The parent company probably
    23        has the same auditors as its subsidiaries.  If the parent
    24        company calls for the accounts of its subsidiaries in order
    25        to make up the group accounts, as a matter of practice the
    26        subsidiaries or their auditors will hand them over at
    27        once.  That is all part of the ordinary working of
    28        business".
    29
    30        My Lord, I would like, if I may, to add a gloss there for
    31        reasons which will become apparent very shortly.  It might
    32        very well be in the case of the parent and a subsidiary
    33        that the exchange of accounts, as it were, was, in fact, a
    34        matter of contractual obligation as between the subsidiary
    35        and the parent company, it might be said.  My Lord, then
    36        perhaps last -----
    37
    38   MR. JUSTICE BELL:  What does the Master of the Rolls say about
    39        that situation?
    40
    41   MR. RAMPTON:  He does not say anything, nor does anybody in the
    42        context of this particular case about contractual
    43        obligation.
    44
    45   MR. JUSTICE BELL:  No.  What does he say about the situation
    46        where a subsidiary would automatically comply with a
    47        request?
    48
    49   MR. RAMPTON:  He says that may be so, as a matter of practice,
    50        but it does not mean that, as your Lordship will see, the 
    51        words used by Lord Justice Shaw later on and the words used 
    52        by Lord Diplock in the House of Lords, that the parent has 
    53        a present legally enforceable right to demand either the
    54        document or its inspection.
    55
    56        My Lord, then over the page at 373 on the other side of
    57        this photocopied page, the passage in quotes which is,
    58        I think, a quotation from an affidavit in the case by
    59        a Mr. Whitehead:
    60

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