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How to Identify a Company’s Domicile? – Sign Post Ruling

In a ruling which gives useful guidance on how to identify a company’s country of domicile, the High Court has refused to entertain personal injury claims by more than 1,000 gold mine workers against a company registered in South Africa. In declining jurisdiction to hear the claims, the Court ruled that they had little if anything to do with England and should rightly be tried in South Africa.

factoryIn a personal injury group action, the workers had sued Anglo American South Africa Limited (AASA), claiming that they had contracted silicosis as a result of inadequate safety measures in South African gold mines. They argued that AASA could be legitimately sued in England on the basis that London was the seat of its ‘central administration’ and it was therefore domiciled in England.

AASA’s parent company, Anglo American Plc. (AA), is registered in England and has its headquarters in London. It was submitted that AASA’s assets, worth £6.5 billion, made up 40% of the value of the assets of the entire Anglo American multi-national group and that AA had effective control over the management of AASA.

In rejecting those arguments, the Court acknowledged the importance of AA’s role in influencing overall strategy and co-ordinating the activities of its various subsidiaries. However, despite its strong influence over the group, AA had not usurped the functions of AASA’s board or its capacity to make independent decisions.

Noting that AASA ‘does all of its business in South Africa’ and carries out no functions in England, the Court found it clear that the company did not have its central administration in England and refused to refer the issue for consideration by the European Court of Justice. The Court concluded: “The English court is not obliged to assume jurisdiction over claims that have little if anything to do with this country.”