## Facts

- Pinn & Wheeler Ltd. (Pinn) operated wharf and cargo-handling activities at waterside premises used in connection with the timber trade.
- K. & B. Forest Products Ltd. (K&B) carried on timber processing/manufacturing operations at premises located away from the wharf (about 500 yards inland).
- Sabah Timber Co. Ltd. (Sabah) was the parent company within the group structure associated with Pinn and K&B.
- The National Dock Labour Board (NDLB) exercised statutory functions over “dock work” under the Docks and Harbours Act 1960 regime, subject to an exemption for a “waterside manufacturer.”
- Pinn, K&B, and Sabah applied to an industrial tribunal/industrial board for a declaration that, for purposes of the statutory scheme, the three companies should be treated as a single entity and, on that basis, would qualify as a waterside manufacturer outside the NDLB’s jurisdiction.
- The industrial tribunal accepted that approach, reasoning that given the way the group operated it would be unrealistic to assess each company in isolation, and granted the declaration.
- The NDLB appealed to the High Court (Queen’s Bench Division). The judge reversed, holding that the companies were separate legal persons for commercial and historical reasons, and there were no special circumstances justifying disregard of corporate personality.
- Pinn, K&B, and Sabah appealed to the Court of Appeal (Civil Division), again arguing that the companies should be treated as one entity as a matter of commercial reality.

## Issues

1. Whether, for purposes of the waterside-manufacturer exemption under the Docks and Harbours Act 1960 regime, the tribunal could treat Pinn, K&B, and Sabah as a single entity despite their separate incorporation.
2. Whether operational integration within a corporate group, without special circumstances, is enough to disregard separate corporate personality so as to obtain a statutory exemption from NDLB jurisdiction.

## Decision

- The Court of Appeal dismissed the companies’ appeal and upheld the Queen’s Bench Division’s reversal of the tribunal’s declaration.
- The court held that the tribunal was wrong to treat the three companies as one entity based on “commercial reality” or operational unity.
- The court accepted that the companies were structured and operated as separate legal entities and that nothing in the case justified piercing (or otherwise disregarding) the corporate veil.
- As a result, the companies could not claim the waterside-manufacturer exemption by combining, across different companies, the waterside activity and the manufacturing activity so as to present the group as a single exempt manufacturer.

## Legal Principles

- Separate corporate personality is the starting point: each company in a group is a distinct legal person, even where ownership and operations are closely connected.
- A court will not disregard separate corporate personality merely because it seems more realistic, commercially, to view a group as a single business.
- Disregard of corporate separateness requires a recognized justification (often described as “special circumstances”); routine group control, coordination, or convenience is not enough.
- A statutory exemption cannot be obtained by aggregating different functions carried on by different companies where doing so depends on treating multiple corporate persons as one.

## Conclusion

Pinn, K&B, and Sabah failed to show any special circumstances that would permit the tribunal or the court to ignore their separate corporate personalities, so the Court of Appeal refused to treat the group as a single waterside manufacturer and confirmed that the NDLB’s statutory jurisdiction could not be avoided by a commercial-reality grouping of distinct companies.


Pinn and Wheeler v. National Dock Labour Board, Civil Division (1989)