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''Kosmopoulos v Constitution Insurance Co of Canada'' is a leading Supreme Court of Canada decision on the court's ability to pierce the corporate veil—to impose an interest or liability, that is, upon the shareholders of a company instead of the company itself. It was held that the veil can only be lifted where it would be "just and equitable", specifically to third parties. The case is also a leading source of insurance law. The insurer refused to indemnify Mr. Kosmopoulos on the grounds that the corporation owned the property, even though he was the sole-shareholder of the corporation. The insurers position was consistent with the 1925 decision of the House of Lords in ''Macaura v Northern Assurance Co Ltd''. Although the SCC rejected the plaintiffs corporate veil argument, and his bailee argument, the court did not over-rule the ''Macaura'' rule. The ratio of this case is that an insured may recover an indemnity so long as they meet the factual expectancy test, regardless of whether they have bare legal title to the subject matter of the insurance contract. ==Background== Mr. Kosmopoulos had a leather goods company for which he was the sole shareholder and director. His lease for the company office was under his own name from when he originally ran the business as a sole proprietor. The insurance on the office, however, was in his own name. His insurance agency knew that he was under the lease and himself but carried on business as a corporation. A fire in a neighbouring lot damaged his office; however, the insurance company refused to cover his damages. Under the common law, as established by ''Salomon v. Salomon'', corporations are entirely separate entities from those who run it, and thus contracts made by the company cannot apply to anyone but the company itself. Business corporations are purely a creature of statute; there is no common law basis for the proposition that a corporation is a separate legal entity from that of its shareholder (that is, this paragraph questions part of the veracity of the preceding paragraph). Although ''Salomon v. Salomon'' is often cited as a reference for that proposition, the decision in Salomon v. Salomon was based on the clear language of the statute under which the corporation at issue was created, namely the ''Companies Act 1862'' (UK). Nevertheless, although it is based solely on statute, business corporations are in fact separate legal entities: for example, §15(1) of the ''Canada Business Corporations Act'' states that "() corporation has the capacity and, subject to this Act, the rights, powers and privileges of a natural person." At trial, the judge held that Mr. Kosmopoulos could not recover damages as owner for the assets of the business as they were owned by the company and not him, but that he could recover as insured because of his insurable interest in the building. This ruling was upheld on appeal, with the court noting that as companies could, thanks to recent laws, have a sole shareholder, ''Macaura'' could be restricted to cases involving multiple shareholders. The issue before the Court was whether the assets of Mr. Kosmopoulos, as shareholder, were covered by the insurance. 抄文引用元・出典: フリー百科事典『 ウィキペディア（Wikipedia）』 ■ウィキペディアで「Kosmopoulos v Constitution Insurance Co of Canada」の詳細全文を読む スポンサード リンク
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