A settlor executed a transfer of shares but failed to obtain the consent of the Treasury under the Regulations. The transferees argued that the testator had executed documents which were appropriate to the subject matter of the gift, namely the share transfers, that those documents being under seal were irrevocable and that the settlor had done everything he could that was necessary for him to do to divest himself of the legal and equitable interest in the shares in favour of the transferees. Further they argued that even if the donor had failed to succeed in his purpose, so far as the legal title was concerned, he must be regarded as having passed his equitable interest in the shares.
Held: The gift was incomplete, and there is no equity to perfect an imperfect gift. ‘The testator had not done everything that was required to be done by him at the time of his death. He had not obtained permission from the Treasury. The Treasury might have required further information or answers supplemental to those which he had given in reply to it; and he might have refused to concern himself with the matter further, in which case I do not know how anyone could have compelled him to do so. At the time of the testator’s death a complete equitable assignment had been effected. The interest in the shares so acquired by the assignees would indubitably be an ‘interest in securities’ within the meaning of reg. 3A and inasmuch as they are prohibited from acquiring such an interest except with permission granted by the Treasury, this court cannot recognise a claim to such an interest where the consent of the Treasury was never given to its acquisition. The assignment and acceptance of the interest would both be equally incapable of recognition in the absence of Treasury sanction, and that sanction was never in fact obtained; it might indeed (although the probabilities are certainly otherwise) never have been forthcoming at all.’
Judges:
Romer J
Citations:
[1946] Ch 312, [1946] 2 All ER 105
Statutes:
The Defence (Finance) Regulations 1939
Jurisdiction:
England and Wales
Cited by:
Cited – Pennington and Another v Waine, Crampton and others CA 4-Mar-2002
The deceased had made a gift of shares. She had executed a transfer, and acting upon the promise, the donee had agreed to become a director which he could only do if he also became a shareholder. The transfer was delivered to the deceased’s agent, . .
Distinguished – Goel v Pick ChD 12-Apr-2006
The bankrupt had been entitled to a valuable vehicle registration mark ‘AMR 1T’. He sold it to a creditor, the claimant to clear that debt. The trustee now said that the purported assignment was ineffective.
Held: ‘VRMs are assigned to . .
Lists of cited by and citing cases may be incomplete.
Equity, Company
Updated: 20 November 2022; Ref: scu.183419