References: [2010] EWCA Civ 159
Links: Bailii
Coram: Dyson, Maurice Kay, Rimer LJJ
Ratio: The deceased had held an apartment through beneficial interests in shares in a limited company. He died intestate. The parties disputed the ownership of the two shares. The company had been put into a members’ liquidation, and the company liquidator sought the court’s direction. The widow and deceased had lived seperately for over 20 years, and his more recent partner said that he had informally given the shares to her. The widow and children appealed a finding in favour of the gift in respect of one share, and against the costs order.
Held: The appeal succeeded. The steps taken by the deceased to transfer the share fell short of what was required. He had not been himself registered as owner, and could not execute a share transfer. The company was in liquidation, and no share certificate was handed over. The deceased had not done all he could to transfer the share.
Jurisdiction: England and Wales
This case cites:
- Mentioned – In re Re Rose, Midland Bank Executor and Trustee Company Limited v Rose ChD ([1949] Ch 78)
The testator handed a transfer of the relevant shares to the donee, Mr Hook, together with the relevant certificates. The transfer had not been registered by the date of his death.
Held: Equity will not compel an imperfect gift to be . . - Mentioned – In re Rose, Rose v Inland Revenue Commissioners CA ([1952] 1 Ch 499, Bailii, [1952] EWCA Civ 4, [1952] 1 All ER 1217, [1952] 1 TLR 1577, (1952) 31 ATC 138, [1952] TR 175)
The deceased had executed instruments of transfer and delivered them with the relevant certificates to the transferees.
Held: The transfers were transferred the whole of the deceased’s title both legal and equitable in the shares and all . . - Cited – Pennington and Another v Waine, Crampton and others CA (Bailii, Times 01-Apr-02, Gazette 11-Apr-02, [2002] EWCA Civ 227, [2002] 1 WLR 2075, [2002] 2 BCLC 448, [2002] 4 All ER 215)
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, . .
(This list may be incomplete)
Last Update: 10 October 2019
Ref: 402536
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