is an

English trusts law English trust law concerns the protection of assets, usually when they are held by one party for another's benefit. Trusts were a creation of the English law of property and obligations, and share a subsequent history with countries across the ...

case, concerning the requirements for a trust to be properly constituted, and the operation of

constructive trusts A constructive trust is an equitable remedy imposed by a court to benefit a party that has been wrongfully deprived of its rights due to either a person obtaining or holding a legal property right which they should not possess due to unjust enri ...

. The case represents an equitable exception to the need for a complete transfer of property in law.

Facts

Mrs Ada Crampton wanted to transfer her 400 shares in a company called Crampton Bros. (Coopers) Ltd to her nephew, Harold. She asked Mr Pennington, who represented the company's

auditor An auditor is a person or a firm appointed by a company to execute an audit.Practical Auditing, Kul Narsingh Shrestha, 2012, Nabin Prakashan, Nepal To act as an auditor, a person should be certified by the regulatory authority of accounting and au ...

s, to prepare a share transfer form. She filled it in and gave it back to Mr Pennington. Mr Pennington put it on the auditors’ files but never gave it on to the company for the registration of shares in Harold's name to be completed. Ada died. The other people who stood to inherit, (including Philip Waine) argued that unlike ''

Re Rose is a case in English trusts law and English property law. It established that if a donor has done everything that can be expected of him to transfer legal title, but the transfer is delayed by the routine operation of the law then the gift is s ...

'', Ada had not done all she could have, because she had not handed the completed transfer form to Harold or the company. Harold contended that the shares were held on trust for him, so that the transfer must be completed.

Judgment

The Court of Appeal held that the shares did indeed belong to Harold.

Arden LJ Mary Howarth Arden, Baroness Mance, , KC, PC (born 23 January 1947), known professionally as Lady Arden of Heswall, is a former Justice of the Supreme Court of the United Kingdom. Before that, she was a judge of the Court of Appeal of Engl ...

held that it would have been unconscionable for Ada to change her mind and go back on the transfer. Ada had given the transfer form to Pennington so that he could do the registration. She had told Harold about the gift, and no action on his part was necessary. Moreover, Harold had agreed to be a company director, for which a shareholding was needed. Clarke LJ held that equitable title could transfer without registration. Completion of forms and delivery to a company was enough in ''

'', but it should be recognised that delivery to the company was not a further essential step. It was enough that the transfer was intended to have immediate effect. He said the following.

Schiemann LJ Sir Konrad Hermann Theodor Schiemann, PC (born 15 September 1937) is a former German-British barrister and judge. He served on the Court of Appeal, and he was also a member of the Court of Justice of the European Union. Schiemann was born in Berl ...

concurred with

Subsequent case

Curtis v Pulbrook considered what constitutes "unconscionable” in Pennington v Waine. It suggested that donee's acting to his detriment in reliance on the promised gift is essential, making the situation a form of

proprietary estoppel Proprietary estoppel is a legal claim, especially connected to English land law, which may arise in relation to rights to use the property of the owner, and may even be effective in connection with disputed transfers of ownership. Proprietary est ...

Notes

{{reflist, 2 English trusts case law Court of Appeal (England and Wales) cases 2002 in United Kingdom case law

Facts

Judgment

Subsequent case

See also

Notes