Transfers of Title Flashcards
(17 cards)
Authority for intangible property
Torkington v Magee
Transfer of title of shares
They do not need a deed
Need to comply with
Stock Transfer Act 1963 - Section 1 and Schedule 1
Companies Act 2006 - s113, 128A, 770-773
Stock Transfer Act 1963
Section 1 Stock Transfer Act 1963
Shares can be transferred using the instrument in Schedule 1
This can only be executed by the transferor
Schedule 1 Stock Transfer Act 1963 contains the Stock Transfer Form that must be completed
Companies Act 2006
Section 113
Register of Members (every company needs a register of members)
Section 128A (info can also be kept on the central register)
Sections 770-773
Need an instrument of transfer (770)
The company needs to register a transfer or give reasons for refusal (771)
The Company enter name of the transferee onto register (772)
Executive of share transfer by personal rep (773)
Model Articles
Article 26 - share transfers
26(4) - transferor remains holder of the shares until the transferee’s name is entered into the register of members
26(5) - directors can refuse to enter/ register the transfer
Informal transfer of title to tangible personal property
Requirements
1. An intention to give
2. Legally recognised form of delivery
An intention to give
Dewar v Dewar - relevant intention is that of the giver
Glaister Carlise v Glaister Carlisle - there needs to be a settled intention to give
Actual delivery
Re Cole
Husband bought a house, showed her round and told her ‘it’s all yours’
There was no actual delivery because there was no handing over of the item or transfer of physical possession
Words of gift do not suffice
Rawlinson v Mort
There was a delivery ceremony (placing hands on item) and words of gift but this was sufficient to satisfy actual delivery
Constructive delivery
This is when the person is put in a position where they can take possession
They have the full capacity to claim it
Thomas v Times Brook Co Ltd
“if you can find it you can have it” - effective
Symbolic delivery
This is where something is handed over that symbolises the goods
Needs to be a symbol of control or access
Lock v Heath
One chair and an inventory of furniture handed to the wife, effective for the whole set
Sale of a freehold estate in land
Non- binding agreement which has no formalities
Exchange of contracts
Transfer of legal title
Registration
Exchange of contracts (stage 2)
Section 2 LPMPA 1989
Contracts for sale to be made by signed writing
Does not need to be witnessed
Not effective if not in writing - s54(1) LPA
Greene v Ireland - signature by email allowed
Transfer of legal title (stage 3)
Must be done by deed
Section 52(1) LPA 1925
Section 1 LPMPA 1989
2)a) - clear on its face
3)a) - must be signed
ii) presence of 2 witnesses
3)b) - delivered as a deed
Registration of transfer (stage 4)
First registration - section 4 LRA 2002
Subsequent registration - section 27(2)(a)
Equity and the transfer of intangible property
Recognises property rights despite non-compliance with legal formalities
‘Equity looks on that as done which ought to be done’
‘Equity looks to intent, not form’
HOWEVER
‘Equity will not assist a volunteer’
‘Equity will not perfect an imperfect gift’
Curtis v Pullbrook
Briggs J: Exceptions to the maxim ‘Equity will not perfect an imperfect gift’
1. Every effort rule - Re Rose
2. If detrimental reliance by the donee sufficiently binds the donor’s conscience so the court may impose a constructive trust (Pennington v Waine)
3. If a benevolent construction of the words used justifies the court in finding an effective gift (Choithram)
Recent case law from lower courts supporting unconscionability
Khan v Mahmood
Pennington granted the courts the ability to qualify the principle that ‘equity will not perfect an imperfect gift’
Nosnehpetsj v Watersheds
Unconscionable for donor to deny transfer of shares as the information regarding the transfer was relied upon by a third party
