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Lloyd's Maritime and Commercial Law Quarterly

Book Reviews

THE SINGLE SHIP COMPANY: The Legal Consequences from its Use and the Protection of Creditors. Dimitrios Ph. Christodoulou, Ph.D. (Soton), LL.M. (N.Y.U.), Attorney at Law. Ant N. Sokkoulas, Athens (2000) xlii and 241 pp., plus 71 pp. Appendices. Paperback. Eur. 29.34.
This work is the publication of a Ph.D. thesis undertaken at the University of Southampton. Its purpose is to consider the problems that the one-ship company poses to its creditors and to examine possible solutions. It starts by analysing the economic rationale of the one-ship company. Such companies are low on capital and heavy on debt and are attractive to banks because their loans are not put at risk by the operation of the other assets of the individuals behind the one-ship company. Christodoulou links the use of the one-ship company to the historic concept of fortune de mer by which the liabilities generated by the ship could never exceed the value of the ship itself. He then goes on to analyse the consequences of the one-ship company for creditors, rejecting the usual classification of voluntary and involuntary creditors in favour of a division between weak and strong creditors. He justifies this classification by reference to the fact that some voluntary creditors, such as unpaid crew members, are in equally as weak a position as involuntary creditors, such as the victims of environmental torts.
Christodoulou then proceeds to examine in detail the English law relating to the doctrine of separate corporate personality that enables the one-ship company to be used by shipowners to minimize their liabilities to their creditors. A useful comparison is made between cases such as Adams v. Cape Industries [1990] 1 Ch. 433 and The Tjaskemolen [1997] 2 Lloyd’s Rep. 465, to illustrate the difference between use of the corporate form to minimize future liabilities and its use by way of sham companies or sham transactions to evade accrued liabilities. He also notes the greater willingness of the English courts to pierce the corporate veil in Mareva cases such as The Coral Rose [1991] 2 Lloyd’s Rep. 563, where the Court of Appeal did take into account the identity of the shareholders in the defendant company when exercising its discretion as to the scope of the injunction. This is, however, not a genuine exception to the doctrine of separate corporate personality because it did not involve the imposition of liability on a party other than the defendant company. The English approach is compared with that adopted by the courts in the United States, Greece, France and South Africa. The courts in the latter two jurisdictions are markedly more willing to pierce the corporate veil.
However, Christodoulou argues against piercing the corporate veil as a strategy for protecting the creditors of one-ship companies on the following grounds. Such a strategy introduces legal uncertainty, may protect the wrong creditors (for example, trade creditors rather than crew members), may push up shipping costs and may lead to even more complex manipulations of the corporate form to distance the “real” owners from the companies involved. Instead, he advocates an alternative strategy based on extending the provisions of the CLC and HNS Conventions in the field of marine pollution to cover four new classes of claim: claims by passengers and crew and claims in respect of bunker pollution and wreck removal.
The book serves a useful function in collecting disparate sources of law together. Christodoulou’s analysis of the relevant law is generally of a high standard and the book is a useful addition to

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