Day 084 - 07 Feb 95 - Page 04
1 the Corporation and they would come under your judgment in
2 terms of power over documents that they have, for example,
3 or any other branch of McDonald's. Secondly, the suppliers
4 who have signed the food specifications that we looked at
5 under their contract -----
6
7 MR. JUSTICE BELL: Can I just stop you on the first one?
8 Mr. Rampton may -- indeed, I expect that he will -- argue
9 that the First Plaintiff does not have a legally
10 enforceable right to demand from a subsidiary, even one
11 which is owned 100 per cent, the right to inspect and
12 produce documents. Then if he says that, we may have to
13 look into it. I mean, that is what the Lonrho case was
14 about, because some of the subsidiaries in that case were
15 100 per cent owned by Shell Petroleum Company Limited.
16
17 The Defendants in that case, you see, were two
18 multinational oil companies with subsidiaries in many
19 countries. I have only part of the report here, but the
20 Second Defendant was British Petroleum Company Limited.
21 You see, in that case what was held, applying the principle
22 as I found it to be, in the case of the multinational
23 companies, since it appeared that their subsidiaries in
24 Rhodesia and South Africa had local directors with local
25 autonomy who had refused to disclose the documents, the
26 fact that they might own all the shares in the subsidiaries
27 did not mean they had power over the document. That was
28 the end result of the case. So, what I will ----
29
30 MR. MORRIS: It depends on the contractual agreement.
31
32 MR. JUSTICE BELL: No, it may depend upon the circumstances of
33 the subsidiary. I have not gone into that because I did
34 not want to pre-empt any argument on the facts of the
35 particular situation. You heard yesterday an argument,
36 although that was held to be the case with regard to the
37 Shell and BP subsidiaries in Rhodesia and South Africa, a
38 distinction was drawn with the man who is, effectively, the
39 same as the company in which he has ninety-nine shares and
40 his wife has the remaining one.
41
42 I have not thought it sensible to embark on what might be
43 the case with regard to the First Plaintiff's
44 subsidiaries. If you ----
45
46 MR. MORRIS: We are going to have to deal with it. If I make an
47 application for a document, it is going to come up in the
48 next few minutes.
49
50 MR. JUSTICE BELL: Yes. Mr. Rampton is no doubt going to say:
51 "Well, it is for you to show that the Plaintiffs, or
52 either of them, do have an enforceable legal right to
53 compel the particular subsidiary to deliver up a particular
54 document". That is distinct from the situation which may
55 prevail if there is a particular relevant contract. Do you
56 understand?
57
58 MR. MORRIS: Yes. I am just a bit confused about whether to
59 have that argument now because if I carry on applying for
60 the documents that we were applying for yesterday, then it
