The defendant ABC Ltd was a wholly owned subsidiary of the defendant X Ltd. and was

incorporated by X Ltd. to carry on the business of mortgage correspondent. ABC Ltd had its own

head office and branch offices distinct from those of X Ltd. It was managed and operated

independently of X Ltd. ABC Ltd management exercised independent discretion in conducting the

business of ABC Ltd. A number of the mortgage loans made by the plaintiff which had been

arranged by ABC Ltd fell into default. The plaintiff claimed that ABC Ltd owed it a duty to do the

underwriting for these loans, that it failed in that regard, and that the plaintiff suffered loss as a

consequence. The terms of the Master Agreement which governed the relationship of the plaintiff

and ABC Ltd. did not specifically provide that ABC Ltd was to perform any underwriting function

on the plaintiff's behalf, and ABC Ltd. took the position that the agreement excluded this duty. The

plaintiff sued ABC Ltd. for damages for breach of contract, breach of fiduciary duty, fraud,

misrepresentation and negligence. The plaintiff also sued X Ltd., asserting that X Ltd. was liable for

the wrongs of ABC Ltd.

Issues:

Plaintiff bases its claim against X ltd. on three grounds which, it asserts, permit the court to look

behind the separate corporate existence of ABC Ltd. and attach liability to its sole shareholder, X

Ltd. These assertions give rise to the following issues on this motion for summary judgment.

(a) Is there a basis for "piercing the corporate veil" and holding X Ltd. liable for the acts of its

wholly owned subsidiary, ABC Ltd.?

(b) Is there a basis for holding X Ltd. liable as an accessory to a breach of fiduciary duty by ABC

Ltd.?

Explain both of the above issues on the basis of concept learnt in the class. Reach to the

conclusion with the support of proper reasoning and defining all the relevant concepts.