CYPRUS Trends and Developments Contributed by: Constantinos A Adamides, Scordis, Papapetrou & Co LLC
The Court further relied on Dicey, Morris & Col- lins, The Conflict of Laws, 16th ed, Sweet & Maxwell (2022) at page 473–474 stating that the existence of a “place of business” is now treated as “a question of fact” and noting in this respect that “the activity must have been carried on for a sufficient time for it to be characterised as a business” and acknowledging that “a real prob- lem will normally only arise where the corpora- tion’s business is alleged to be carried on by a representative or agent who is not an officer or employee of the corporation, and who may act as a representative or agent if the business is that of the corporation, and not solely the busi- ness of the representative or agent who acts for it in England”. The Court also noted that in Dicey, reference is made to Adams v Cape Industries Plc [1990] Ch. 433 acknowledging that Adams was confirmed by subsequent case law as being the locus clas- sicus governing questions of residence of a for- eign company in the country (see Chopra a.o. v Bank of Singapore Ltd [2015] EWHC 1549 and also Hand Held Products Inc a.o. v Zebra Tech- nologies Europe Ltd [2022] EWHC 640 (Ch)). In Adams, the following were decided by the Eng- lish Court of Appeal (see page 531 of the judg- ment) (emphasis added). “In relation to trading corporations, we derive the three following propositions from consideration of the many authorities cited to us relating to the ‘presence’ of an overseas corporation. (1) The English courts will be likely to treat a trading corporation incorporated under the law of one country (‘an overseas corporation’) as present within the jurisdiction of the courts of another country only if either (i) it has established and maintained at its own expense (whether as owner or lessee) a fixed place of business of
its own in the other country and for more than a minimal period of time has carried on its own business at or from such premises by its servants or agents (a ‘branch office’ case), or (ii) arep- resentative of the overseas corporation has for more than a minimal period of time been car- rying on the overseas corporation’s business in the other country at or from some fixed place of business. (2) In either of these two cases presence can only be established if it can fairly be said that the overseas corporation’s business (whether or not together with the representative’s own business) has been transacted at or from the fixed place of business. In the first case, this condition is likely to present few problems. In the second, the question whether the representative has been carrying on the overseas corporation’s business or has been doing no more than carry on his own business will necessitate an investigation of the functions which he has been performing and all aspects of the relationship between him and the overseas corporation. (3) In particular, but without prejudice to the gen- erality of the foregoing, the following questions are likely to be relevant on such investigation: (a) whether or not the fixed place of business from which the representative operates was originally acquired for the purpose of enabling him to act on behalf of the overseas corpora- tion; (b) whether the overseas corporation has directly reimbursed him for (i) the cost of his accommodation at the fixed place of business; (ii) the cost of his staff; (c) what other contribu- tions, if any, the overseas corporation makes to the financing of the business carried on by the representative; (d) whether the representative is remunerated by reference to transactions, eg, by commission, or by fixed regular payments or in some other way; (e) what degree of control the
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