CATTANACH,
J.:—These
are
appeals
from
two
assessments
made
by
the
Minister
dated
March
23,
1967
in
respect
of
appellant’s
1964
and
1965
taxation
years
wherein
the
Minister
added
the
amounts
of
$20,143.30
and
$22,143.30
to
the
appellant’s
income
in
those
respective
years
and
the
income
tax
levied
was
increased
accordingly.
The
question
involved
is
whether
the
amounts
so
added
by
the
Minister
to
the
appellant’s
income
is
income
of
the
appellant,
as
is
contended
by
the
Minister,
or
income
of
a
company
incorporated
under
the
name
of
Ralph
J.
Sazio,
Limited,
as
is
contended
by
the
appellant.
The
appellant
became
a
football
coach
after
an
outstanding
career
as
a
football
player
in
professional
ranks.
He
was
first
engaged
as
an
assistant
coach
by
the
Hamilton
Tiger-Cat
Football
Club
Limited
(hereinafter
referred
to
as
the
Club)
about
1950
in
which
capacity
he
contributed
substantially
to
the
success
of
the
team
operated
by
the
Club
in
the
Canadian
Football
League.
His
coaching
duties
did
not
occupy
his
full
time
throughout
the
entire
year
and
accordingly,
as
a
prudent
man,
he
engaged
in
other
activities
most
likely
as
a
hedge
against
the
time
when
his
services
as
a
football
coach
would
no
longer
be
in
demand.
His
first
activity,
other
than
as
a
football
coach,
was
as
a
life
insurance
agent
from
1950
to
about
1963.
From
that
beginning
he
entered
into
a
variety
of
other
fields.
If
my
recollection
of
the
evidence
is
correct,
the
appellant
held
a
share
interest
in
a
company
engaged
in
a
general
insurance
agency
business
known
as
Frank
E.
Bliss
Limited
in
which
I
believe
he
subsequently
terminated
his
interest.
He
was
also
part
owner
of
KR
and
$
Insurance
Limited
together
with
one
Robertson.
I
also
recall
that
during
his
testimony
the
appellant
mentioned
that
about
this
time
he
became
the
manager
of
a
leasing
company,
that
he
had
an
interest
in
a
restaurant
called
Mathers
Restaurant
and
that
he
was
managing
a
farm.
I
think
that
these
multitudinous
activities
fully
justify
the
allegation
in
paragraph
1
of
the
notice
of
appeal
that
‘
The
Appellant
is
a
football
coach
and
businessman
residing
in
the
City
of
Burlington’’
in
the
Province
of
Ontario.
After
the
conclusion
of
the
1962
football
season
the
then
head
coach
for
the
Club
terminated
his
engagement
in
that
capacity
in
favour
of
the
acceptance
of
a
similar
post
with
a
competing
team.
The
appellant
thereupon
succeeded
to
the
position
of
head
coach.
By
an
agreement
dated
February
20,
1963
between
the
appellant
and
the
Club
(Exhibit
Al
herein),
the
appellant
was
employed
as
head
coach
for
a
three
year
period
ending
December
9,
1965
at
an
annual
salary
of
$18,000
plus
a
bonus
of
$1,000
if
the
team
played
in
the
final
game
to
determine
the
championship
of
the
Eastern
conference
in
any
of
the
three
years
during
the
term
of
the
contract
plus
a
further
bonus
of
$1,000
if
the
team
played
in
the
Grey
Cup
game
in
any
of
those
three
years.
On
the
advice
of
his
auditor
and
solicitor
the
appellant
caused
to
be
incorporated,
pursuant
to
the
laws
of
the
Province
of
Ontario,
a
private
company
under
the
name
of
Ralph
J.
Sazio
Limited
(hereinafter
called
the
Company)
by
letters
patent
dated
April
2,
1964
with
an
authorized
capital
of
3,600
preference
shares
of
the
par
value
of
$10
each
and
4,000
common
shares
without
nominal
or
par
value
which
common
shares
might
be
issued
for
an
aggregate
consideration
of
$40,000.
Of
this
authorized
capital
stock
only
1,001
common
shares
without
nominal
or
par
value
have
been
issued
and
are
outstanding
and
of
the
1,001
common
shares
so
issued
the
appellant
holds
501,
his
wife
499
and
Dr.
C.
C.
Hopmans
holds
one.
Dr.
Hopmans
has
been
the
president
of
the
Company
since
its
inception,
and
the
appellant
has
been
the
secretary
for
the
same
period.
Mrs.
Sazio,
while
a
shareholder
and
director,
has
not
been
an
officer
of
the
Company.
The
objects
for
which
the
Company
was
incorporated
read
as
follows:
(a)
TO
engage
in
the
business
of
furnishing
advice
and
services
with
respect
to
the
coaching
of
sports
and
athletic
endeavours
of
every
nature
and
kind
and
for
this
purpose
to
enter
into,
make,
perform
and
carry
out
contracts
of
every
kind
with
any
person,
firm,
association,
private
corporation,
public
corporation
municipal
corporation
or
body
politic;
(b)
TO
acquire
rights
to
the
services
of
and
to
employ
persons
in
any
and
all
fields
of
sports
and
athletic
endeavours
of
every
nature
and
kind
and
to
contract
or
deal
with
others
with
respect
to
the
services
of
such
persons;
(c)
TO
organize,
reorganize
and
manage
the
business
or
operations
of
any
other
company,
corporation,
firm,
business
or
undertaking
whatsoever,
and
to
receive
in
payment
therefor
fees,
royalties,
commissions
and
other
remuneration
in
cash,
securities
or
other
property;
and
(d)
TO
purchase,
receive,
hold,
own,
sell,
assign,
transfer,
mortgage,
pledge
or
otherwise
acquire
or
dispose
of
shares,
bonds,
mortgages,
debentures,
notes
or
other
securities,
obligations
or
contracts
of
any
company,
corporation
or
association;
By
letter
dated
April
15,
1964
the
appellant
tendered
to
the
Club
his
resignation
as
head
coach
to
be
effective
May
1,
1964
which
resignation
was
obviously
accepted
by
the
Club
because
by
a
memorandum
of
agreement
dated
April
15,
1964
the
Club
agreed
to
employ
the
Company,
Ralph
J.
Sazio
Limited
as
its
head
coach
for
the
term
beginning
May
1,
1964
and
ending
December
9,
1965,
that
is
for
the
remainder
of
the
term
of
the
contract
dated
February
20,
1963
between
the
Club
and
the
appellant.
The
remuneration
payable
to
the
Company
was
iden-
tical
to
that
payable
by
the
Club
to
the
appellant
under
the
agreement
dated
February
20,
1963.
It
is
logical
to
infer
that
the
Club
was
willing
to
facilitate
the
appellant
in
his
new
arrangement
and
it
is
equally
logical
to
infer
that
the
Club
was
anxious
to
ensure
that
the
duties
of
head
coach,
to
be
performed
by
the
Company,
would,
in
fact,
be
performed
by
the
appellant
personally
even
though
he
might
perform
such
duties
as
an
officer
or
employee
of
the
Company
and
further
that
the
appellant
would
not,
through
the
instrumentality
of
the
Company,
engage
in
similar
duties
for
any
rival
club.
The
foregoing
inferences
are
substantiated
in
the
correspondence
exchanged
between
the
solicitor
for
the
appellant
and
the
solicitors
for
the
Club
being
letters
dated
April
24,
1964,
April
30,
1964
and
May
12,
1964
introduced
in
evidence
as
Exhibits
A-4,
A-5
and
A-6
respectively.
To
ensure
these
ends
the
contract
between
the
Company
and
the
Club
dated
April
24,
1964
included
paragraphs
3
and
8,
reading
as
follows
:
3.
Ralph
J.
Sazio
Limited
shall
well
and
faithfully
serve
the
Club
and
use
its
best
endeavours
to
promote
the
interest
of
the
Club
and
during
the
term
of
this
Agreement
it
shall
restrict
its
entire
business
undertaking
and
operation
and
the
efforts,
endeavours,
talents,
business
operation
and
undertaking
of
any
of
its
officers,
directors
or
servants
to
the
business
of
the
Club
and
shall
not,
without
the
consent
in
writing
of
the
majority
of
the
directors
of
the
Club,
engage
in
any
other
business
or
occupation
or
permit
its
officers,
directors
or
servants
to
engage
in
any
other
business,
operation
or
undertaking
or
occupation,
other
than
for
and
on
behalf
of
the
Club.
8.
If
the
Company
shall
at
any
time,
by
reason
of
the
death,
illness,
mental
or
physical
incapacity
of
Ralph
Joseph
Sazio
be
incapacitated
from
carrying
out
the
terms
of
this
Agreement,
according
to
its
true
intent,
or
if
the
said
Ralph
Joseph
Sazio
shall
cease
to
be
an
officer,
director
or
servant
of
Ralph
J.
Sazio
Limited
devoting
his
whole
time,
attention
and
talents
to
the
business
of
the
Company,
the
Club
shall
be
at
liberty
to
terminate
this
Agreement
and
the
Club
shall
only
be
responsible
to
pay
to
the
Company
an
amount
for
remuneration
proportionate
to
the
number
of
months
served
by
the
Company
during
such
year.
By
an
agreement
dated
December
8,
1964
between
the
appellant
and
the
Company,
the
appellant
was
engaged
as
general
manager
of
the
Company
at
a
remuneration
to
be
determined
by
the
board
of
directors
from
time
to
time.
The
salary
so
determined
was
$6,000
per
year.
By
paragraph
5
of
this
agreement
the
appellant
undertook
not
to
engage
in
any
other
business
or
occupation
in
respect
of
coaching
of
sports
and
athletic
endeavours
without
the
consent
in
writing
of
the
board
of
directors
of
the
Company
and
the
board
of
directors
of
the
Club.
It
will
be
observed
that
from
April
15,
1964
until
the
agreement
dated
December
8,
1964,
there
was
no
written
agreement
between
the
appellant
and
the
Company
but
in
that
interval
the
appellant
did
act
as
the
general
manager
of
the
Company
and
in
my
view
the
evidence
confirms
the
allegation
in
paragraph
6
of
the
notice
of
appeal
that,
‘‘
Under
an
oral
agreement
made
in
the
month
of
April,
1964,
which
was
reduced
to
writing
on
December
8,
1964,
the
Appellant
became
an
employee
and
general
manager
of
the
Company.”
By
a
further
written
agreement
dated
December
8,
1964,
between
the
Company
and
the
Club,
the
Club
again
engaged
the
Company
as
its
head
coach
for
a
term
beginning
May
1,
1965
and
ending
December
9,
1969.
This
agreement
replaced
the
former
agreement
between
the
Company
and
the
Club
dated
April
15,
1964
for
the
unexpired
term
of
the
former
agreement
and
extended
the
term
of
engagement
until
December
9,
1969.
The
provisions
of
the
latter
agreement
were
identical
with
those
of
the
former
agreement
with
the
exception
of
the
term
and,
because
of
the
success
enjoyed
by
the
football
team,
the
former
annual
remuneration
of
$18,000
was
increased
to
$20,000
per
year
with
the
same
bonuses
as
formerly.
Pursuant
to
the
agreement
dated
April
15,
1964
the
Company
was
paid
the
sum
of
$20,143.30
by
the
Club
during
the
1964
calendar
year
and
pursuant
to
the
agreements
dated
April
15,
1964
and
December
8,
1964
the
Company
was
paid
the
sum
of
$22,143.30
by
the
Club
during
the
1965
calendar
year.
The
Company
includes
these
sums
in
its
income
for
the
years
in
question
in
the
income
tax
returns
it
prepared.
At
this
point
I
should
mention
that
the
Company
engaged
in
other
activities
under
paragraph
(c)
of
the
objects
of
its
incorporation.
The
Company
entered
into
a
contract
with
Brant
Supply
Services
Limited
to
manage
the
affairs
of
the
company
which
was
engaged
in
the
business
of
leasing
and
billing.
The
Company
also
entered
into
a
contract
to
act
as
manager
and
rental
agent
of
68
Charlton
Avenue
West
Limited
which
owned
an
office
building.
The
Company
was
also
engaged
as
the
manager
of
a
medical
clinic
and
another
company,
Burlington
Holding
Limited
which
owned
an
office
building
and
engaged
in
a
real
estate
business.
Contracts
were
entered
into
by
the
Company
from
time
to
time
with
other
businesses.
In
addition
the
Company
entered
into
a
contract,
presumably
verbal,
with
a
newspaper
for
a
series
of
articles
on
matters
per-
taining
to
football,
written
by
the
appellant,
the
remuneration
for
which
was
paid
to
the
Company
as
well
as
a
contract
for
a
regular
radio
program
and
a
weekly
television
program
with
Hamilton
broadcasting
stations
which
the
appellant
would
conduct.
Here
again
the
remuneration
was
paid
to
the
Company.
It
frequently
occurred
that
the
appellant
invited
guests
to
appear
on
those
programs
who
were
reimbursed
by
the
Company
and
in
some
instances,
when
the
appellant
was
unable
to
appear,
the
assistant
coaches
would
conduct
the
program
on
his
behalf
for
which
they
were
paid
by
the
Company.
The
appellant
described
the
duties
of
a
head
coach
as
falling
into
three
main
categories
the
first
two
of
which
he
considered
primarily
as
organizational
in
nature.
These
duties
were
(1)
to
set
up
an
efficient
scouting
system
to
discover
football
players
of
outstanding
ability
and
to
engage
those
players,
(2)
to
organize
practices
and
assign
the
players
engaged
to
those
positions
where
their
individual
talents
and
abilities
would
be
most
effective
and
(3)
to
supervise
the
conduct
of
actual
football
games
in
which
the
team
participated.
To
perform
these
duties
the
head
coach
had,
in
the
present
instance,
the
assistance
of
two
assistant
coaches
who
were
under
contract
with
the
Club.
However
in
conducting
a
spring
training
camp
for
high
school
players
as
prospective
players
for
the
Club
and
in
the
conduct
of
training
camp,
the
Company
hired
additional
personnel.
It
was
my
understanding
of
the
evidence
that
these
persons
were
selected
and
engaged
by
the
Company
and
when
the
Club
could
be
persuaded,
either
in
advance
or
subsequently,
to
pay
for
their
services,
this
was
done
but
if
the
Club
declined
to
do
so
the
responsibility
for
the
payment
of
persons
engaged
was
that
of
the
Company.
It
would
appear
that,
except
for
relatively
insignificant
amounts,
the
Club
bore
this
expense.
It
was
elicited
in
cross-examination
that
the
coaching
duties
performed
by
the
appellant,
as
manager
of
the
Company,
were
identical
to
those
performed
by
him
under
his
previous
contract
for
personal
service
and
that
in
the
radio
and
television
programs
and
press
releases
the
appellant
was
therein
personally
referred
to
as
the
head
coach.
This
the
appellant
conceded
to
have
been
the
case
but
he
persisted
in
his
contention
that
this
was
not
necessarily
an
accurate
description
of
his
capacity
which
was
that
the
Company
was
the
head
coach
and
he
was
the
general
manager
of
the
Company.
The
assumptions
upon
which
the
Minister
acted
in
assessing
the
appellant
as
he
did
are
set
out
in
the
reply
to
the
notice
of
appeal
as
follows:
(a)
the
Appellant,
Ralph
Joseph
Sazio
was,
throughout
his
1964
and
1965
taxation
years,
an
employee
of
the
Hamilton
Tiger-Cat
Football
Club
Limited
(hereinafter
referred
to
as
“the
Club”)
and
that
as
remuneration
for
his
services
in
those
years
as
a
football
coach,
was
entitled
to
receive
from
the
said
Club
$20,143.30
and
$22,143.30
in
his
1964
and
1965
taxation
years
respectively;
(b)
that
pursuant
to
the
direction
of
or
with
the
concurrence
of
the
Appellant,
the
Club
paid
the
said
sums
to
Ralph
J.
Sazio
Limited
for
the
benefit
of
the
Appellant
or
as
a
benefit
that
the
Appellant
desired
to
have
conferred
on
Ralph
J.
Sazio
Limited;
(c)
that
the
said
sums
of
$20,143.30
and
$22,143.30
were
income
of
the
Appellant
from
an
office
or
employment
within
the
meaning
of
Sections
3
and
5
of
the
Income
Tax
Act
and
by
virtue
of
Section
16
of
the
Income
Tax
Act
and
were
not
income
of
Ralph
J.
Sazio
Limited;
(e)
that
the
series
of
agreements
under
which
the
Appellant
purported
to
cause
to
be
paid
to
Ralph
J.
Sazio
Limited
the
remuneration
paid
by
the
Club
for
his
services
to
the
Club
as
a
football
coach
did
not
constitute
valid
or
bona
fide
business
transactions
but
were
in
effect
an
attempt
artificially
to
reduce
the
Appellant’s
income
from
his
employment
as
a
football
coach
for
the
Club;
(f)
the
Appellant
and
Ralph
J.
Sazio
Limited
were
not
persons
dealing
at
arm’s
length.
6.
In
making
the
re-assessments
dated
March
28,
1967,
the
Respondent
acted
upon
the
further
alternative
assumption
that
the
Appellant,
through
a
series
of
contracts
or
other
arrangements
by
which
he
has
caused
to
be
paid
to
Ralph
J.
Sazio
Limited
the
remuneration
for
his
services
as
a
football
coach,
has
in
fact
transferred
or
assigned
to
Ralph
J.
Sazio
Limited,
a
person
with
whom
the
Appellant
was
not
dealing
at
arm’s
length
the
right
to
amounts
(viz.
$20,143.30
and
$22,143.30)
that
would,
if
the
right
thereto
had
not
been
so
transferred
or
assigned,
be
included
in
computing
the
Appellant’s
income
for
1964
and
1965
because
the
amounts
would
have
been
received
or
receivable
by
him
in
respect
of
those
years
and
that
accordingly
the
said
amounts
should
be
included
in
computing
the
Appellant’s
income
for
1964
and
1965
by
virtue
of
Section
23
of
the
Income
Tax
Act.
7.
The
Respondent
further
says
that
in
any
event
the
said
sums
of
$20,143.30
and
$22,143.30
were
amounts
to
which
the
Appellant
was
at
all
times
beneficially
entitled;
that
Ralph
J.
Sazio
Limited
was
a
mere
puppet
of
the
Appellant
and
that
the
said
sums
were
received
by
it
as
nominee,
agent
or
trustee
for
the
Appellant;
that
the
said
sums
were
amounts
of
which
the
Appellant
was
at
all
times
entitled
to
enforce
payment.
Accordingly,
they
were
income
of
the
Appellant
for
his
1964
and
1965
taxation
years.
Counsel
for
the
Minister
in
his
argument
submitted
that
the
appellant
was
actually
an
employee
of
the
Football
Club
and
that
the
monies
here
in
dispute
which
were
received
by
the
Company
represented:
payment
for
the
appellant’s
personal
service
to
the
Club
and
that
those
payments
were
assigned
or
transferred
to
the
Company
or
that
they
were
received
by
the
Company
as
the
appellant’s
nominee
or
agent.
He
further
submitted
that
the
agreements
between
the
appellant
and
the
Company
and
between
the
Company
and
the
Club
were
not
valid
business
transactions.
He
also
submitted
that
neither
the
appellant
nor
the
Club
heeded
certain
of
the
provisions
of
the
agreements
except
with
respect
to
the
payments
here
in
dispute
and
accordingly
suggested
that
the
agreements
should
be
disregarded
as
establishing
the
relationship
of
the
parties
thereto
or
as
characterizing
the
monies
paid
thereunder.
One
of
the
provisions
in
the
agreements
to
which
counsel
for
the
Minister
made
reference
was
that
the
Company
should
not
engage
in
any
other
business
or
occupation
than
that
of
supplying
football
coaching
services
to
the
Club,
or
permit
its
officers,
directors
or
servants
to
do
so,
without
the
consent
in
writing
of
the
majority
of
the
directors
of
the
Club.
The
appellant
readily
admitted
that
the
Company
did
not
obtain
the
consent
in
writing
as
contemplated
by
the
provision
in
question
but
stated
that
the
Club,
and
all
its
directors
were
fully
aware
of
the
other
activities
engaged
in
by
the
Company
and
were
all
agreeable
thereto
as
well
as
that
such
tacit
understanding
had
been
reached
prior
to
the
execution
of
the
contracts
and
that
it
continued
throughout
the
currency
thereof.
There
is
no
doubt
in
my
mind
that
the
parties
mutually
agreed
to
waive,
express
and
strict
literal
compliance
with
this
particular
provision,
and
that
the
Club
and
its
directors
did
not
consider
the
other
activities
of
the
Company
as
detrimental
to
the
Club’s
interests
and
accordingly
agreed
thereto,
even
though
they
did
not
do
so
in
writing.
The
other
provision
to
which
counsel
for
the
Minister
referred
was
one
by
which
the
Club
undertook
to
reimburse
the
Company
for
travelling
and
similar
expenses
incurred
by
the
Company,
its
officers
or
servants
on
behalf
of
the
Club.
There
were
instances
where
relatively
insignificant
amounts
were
expended
by
the
appellant
from
his
own
funds
for
entertaining
a
prospective
player
at
dinner
and
for
like
expenditures
which
the
appellant
was
reimbursed
directly
by
the
Club
rather
than
charging
those
amounts
to
the
Company
and
the
Company
being
reimbursed
by
the
Club.
However
the
appellant
testified
that
all
substantial
expenditures
were
advanced
to
him
by
the
Company
and
reimbursed
to
the
Company
by
the
Club.
It
is
my
view
and
assessment
of
the
evidence
in
these
foregoing
respects
that
while
there
may
have
been
these
minor
breaches
of
a
technical
nature
which
were
countenanced
by
the
parties,
nevertheless,
the
agreements
were
otherwise
scrupulously
adhered
to
by
the
parties.
There
is
no
doubt
whatsoever
that
the
Company
is
a
properly
constituted
legal
entity
and
that
the
Company
could
legitimately
carry
on
the
objects
for
which
it
was
incorporated.
Any
person
rendering
services
may
incorporate
a
company
to
render
those
services
provided
there
is
no
prohibition
of
those
services
being
performed
by
a
corporation
rather
than
a
natural
person.
An
example
of
such
a
prohibition
occurred
in
Kindree
v.
M.N.R.,
[1965]
1
Ex.
C.R.
305;
[1964]
C.T.C.
386,
where
I
expressed
the
view
that
the
practice
of
medicine
could
only
be
carried
on
by
a
natural
person
which
conclusion
followed
from
the
general
tenor
of
the
Medical
Act
and
the
code
of
ethics
of
the
medical
profession.
I
also
intimated
that
a
clause
in
the
objects
of
the
company
insofar
as
it
purported
to
authorize
the
company
to
conduct
the
practice
of
medicine
must
be
ineffective.
In
this
case
there
is
no
such
prohibition
as
was
present
in
the
Kindree
case.
A
company,
from
its
very
nature,
must
act
through
natural
persons
and
there
are
numerous
examples,
particularly
in
the
entertainment
field,
where
well
known
persons
have
incorporated
limited
companies
to
exploit
their
talents.
In
Crossland
(H.M.
Inspector
of
Taxes)
v.
Hawkins,
[1961]
2
All
E.R.
812,
Donovan,
L.J.
said
at
page
814:
The
heavy
incidence
of
Surtax
on
large
incomes
has
for
some
time
led
artistes
and
others
in
the
world
of
entertainment
to
adopt
the
device
of
forming
a
limited
company
which
they
control,
and
giving
the
company,
by
means
of
a
service
agreement,
the
right
to
their
services.
In
return
the
company
pays
the
artiste
some
modest
salary.
The
company
then
hires
the
artiste
out
to
whomsoever
requires
his
services
and
itself
obtains
the
consideration
for
them.
.
.
.
In
the
next
following
paragraph
he
adds:
All
this
is
perfectly
legitimate
and
indeed,
in
the
case
of
persons
whose
high
earnings
may
be
short-lived,
understandable.
.
.
.
In
The
Commissioners
of
Inland
Revenue
v.
Peter
McIntyre,
Ltd.,
12
T.C.
1006,
the
respondent
company
carried
on
the
business
of
auctioneers.
The
whole
conduct
of
the
business
was
in
the
hands
of
the
managing
director
who
held
more
than
half
the
shares,
the
remainder
being
held
by
near
relatives.
The
question
arose
as
to
whether
the
company
could
claim
an
exemption
for
profits
of
‘‘any
profession
the
profits
of
which
are
dependent
mainly
on
the
personal
qualifications
of
the
person
by
whom
the
profession
is
carried
on’’,
The
Lord
President
(Clyde)
pointed
out
the
profits
were
earned
by
the
company
in
the
business
carried
on
by
it.
That
business
consisted
in
performing
for
its
clients
the
services
of
an
auctioneer,
valuator
and
estate
agent.
Such
a
business
was,
in
part
at
least,
what
is
known
as
a
profession.
Later
he
added,
“For
a
professional
business
may
be
carried
on
by
a
company
as
well
as
by
an
individual;”.
Accordingly
I
conclude
that,
with
respect
to
the
football
coaching
activities,
the
Company
was
fully
competent
to
engage
in
those
activities
in
the
manner
it
did
and
that
the
agreements
entered
into
between
the
appellant
and
the
Company
and
the
Club
were
bona
fide
commercial
transactions
all
in
furtherance
of
the
Company’s
legitimate
objects
and
that
they
govern
and
determine.
the
relationship
between
the
parties.
Here
the
appellant
and
his
Company
are
two
separate
entities.
In
my
view
this
is
not
a
matter
of
form
but
rather
a
matter
of
substance
and
reality.
Both
the
appellant
and
the
Company
could
sue
and
be
sued
in
its
own
right
and
indeed
there
is
nothing
to
prevent
the
one
from
suing
the
other
if
need
arose.
Ever
since
the
Salomon
case,
[1897]
A.C.
22,
it
has
been
a
well
settled
principle,
which
has
been
jealously
maintained,
that
a
company
is
an
entirely
different
entity
from
its
shareholders.
Its
assets
are
not
their
assets,
and
its
debts
are
not
their
debts.
It
is
only
upon
evidence
forbidding
any
other
conclusion
can
it
be
held
that
acts
done
in
the
name
of
the
company
are
not
its
acts
or
that
profits
shown
in
its
accounts
do
not
belong
to
it.
The
fact
that
a
company
may
have
been
formed
to
serve
the
interests
of
a
particular
person
is
not
sufficient
to
establish
the
relationship
of
principal
and
agent
between
that
person
and
the
company.
In
order
to
hold
otherwise
it
must
be
found
that
the
company
is
a
‘‘mere
sham,
simulacrum
or
cloak’’.
It
is
my
view
that
the
evidence
in
the
present
appeals
is
conclusive
that
such
is
not
the
case.
It
must
also
be
borne
in
mind
that
the
Company
engaged
in
a
variety
of
activities
other
than
supplying
the
football
coaching
services
of
the
appellant
and
I
can
see
no
logical
reason
for
segregating
the
football
coaching
services
from
those
other
activities.
It
follows
that
the
appeals
are
allowed
with
costs.
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