In re Sir Thomas Spencer Wells; Swinburne-Hanham v Howard: CA 1933

In the case of a dissolved corporation, its assets vest in the Crown bona vacantia. The equity of redemption is an interest or equitable right inherent in the land. Equity recognises the pre-eminence of the right to redeem, with the consequence that the mortgaged property was owned by the mortgagor, subject to the mortgage.
Lawrence LJ referred to part of the judgment of Wright J in Re Higginson and Dean dealing with the position of a debt owing to a dissolved company and expressed doubt whether the Crown could sue for such a debt unless there was a trust, and said: ‘In my judgment this doubt is not justified; long before choses in action became transferable at common law they were regarded in equity as assignable and could be dealt with inter vivos and on the death of the owner devolved upon his legal personal representative as part of his personal estate. The statement in Blackstone’s Commentaries, vol. I., p.484, that the debts of a corporation either to or from it are totally extinguished by its dissolution and similar statements made by Kyd and Grant must either be read as having reference merely to the rights and liabilities of the individual corporators or else are obsolete. Moreover I find it difficult to reconcile the doubt expressed by the learned judge with his decision that the Crown had the right to recover its distributive share of the assets of the bankrupt’s estate from the trustee. There is no difference in principle between a right to enforce payment of a share in a trust fund in the hands of a trustee and the right to enforce payment of a debt – both are choses in action and personal property which admittedly would pass to the Crown as bona vacantia in the case of persons dying intestate without next of kin.’

Lawrence LJ
[1933] Ch 29
England and Wales
Cited by:
CitedHSBC Bank Plc v Dyche and Another ChD 18-Nov-2009
The parties disputed the claimed beneficial interest of the second defendant. The second defendant (C) said that it had been purchased for him by the first defendant (D) from C’s trustee in bankruptcy, and was thereafter held in trust for him on the . .

Lists of cited by and citing cases may be incomplete.

Land, Equity, Company

Leading Case

Updated: 11 November 2021; Ref: scu.219903