The ‘one man company’ after Patel v Mirza: attribution and illegality in Singularis Holdings v Daiwa Capital Markets
Keywords:Singularis Holdings v Daiwa Capital Markets, illegality, attribution, Patel v Mirza, Stone & Rolls Ltd v Moore Stephens, ex turpi causa, directors’ duties, fraud
This note discusses the UK Supreme Court’s decision in Singularis Holdings v Daiwa Capital Markets in the context of other recent decisions on corporate attribution and the illegality principle in English law. It particularly considers Daiwa’s implications for the relationship between the illegality doctrine and other legal principles in the wake of Patel v Mirza. The court employed a context-sensitive, teleological approach to attribution, one consequence of which was the conclusive consignment of the House of Lords’ decision in Stone & Rolls Ltd v Moore Stephens to irrelevance. It nonetheless privileges orthodox, pre-Patelian authority in the disposal of the case. The court’s approach suggests that Patel is perceived as the high-water mark for expansive, policy-sensitive understanding of the illegality principle, and that its disruptive potential is likely to be carefully constrained in future decisions of the Supreme Court.