Milroy v Lord (1862)
The settlor executed a voluntary deed purporting to transfer bank shares to Samuel Lord to hold on trust for the plaintiff (his niece). The shares were in the books of the Bank of Louisiana, and under the bank's regulations transfer required registration in the transferee's name. The settlor failed to register the shares in Lord's name before his death. The Court of Appeal in Chancery held that no trust was constituted. Turner LJ's judgment articulated the three modes of constitution and emphasised that the court would not compel completion of an imperfect gift. The case established the foundational principle that equity does not assist a volunteer.
Re Rose [1952] Ch 499
The settlor executed share transfer forms and delivered them to the transferees on 30 March 1943; the company registered the transfers on 30 June 1943. The settlor died in 1947. The issue was whether the transfers were effective before registration for estate duty purposes. The Court of Appeal held that equity regarded the gift as complete when the settlor had done everything in his power to divest himself of the shares. Once he executed the form and delivered it, the matter was out of his hands (only the company's administrative act of registration remained). Jenkins LJ distinguished Milroy v Lord on the ground that there the settlor had retained control by not completing his part of the process. Re Rose thus established an important exception: if the donor has done all that is required of him, equity will treat the beneficiary as owner even before legal title passes.
Mascall v Mascall (1984) 50 P & CR 119
A father executed a transfer of registered land to his son and delivered the land certificate and transfer to the son, who sent them to the Land Registry. Before registration was complete, the father and son fell out and the father sought to revoke the gift. The Court of Appeal held that the gift was complete in equity once the father had put the transfer beyond his own control. Registration was a purely administrative act by a third party. The principle in Re Rose was not confined to shares but applied to registered land.
Pennington v Waine [2002] EWCA Civ 227
The testatrix wished to transfer shares to her nephew and executed a share transfer form which she gave to her solicitor (who was also a partner in the company's auditors). The solicitor placed the form on the company file but did not deliver it to the company for registration, nor did the testatrix deliver her share certificate. The testatrix died before registration. The Court of Appeal held that the gift was complete in equity. Arden LJ concluded that it would be unconscionable for the estate to resile from the gift, given that the testatrix had made clear her intention and the nephew had been told he was a shareholder and executed a form of consent to act as director (which required him to hold a share). Clarke LJ emphasised that the testatrix had done everything she intended to do, even if she had not literally done all that was necessary under company law.
Pennington is controversial. The decision has been criticised for diluting Re Rose and introducing an unprincipled unconscionability test. It is difficult to reconcile with Milroy v Lord because the testatrix retained the ability to revoke the gift (the form had not been delivered out of her control).
Zeital v Kaye [2010] EWCA Civ 159
The donor executed share transfer forms in favour of trustees and gave them to his solicitor with instructions to hold them pending execution of a loan agreement. The Court of Appeal (distinguishing Pennington) held that no gift was complete in equity because the donor had not relinquished control; the forms remained conditional on a future event. Rimer LJ reaffirmed that Re Rose requires the donor to have put the matter beyond recall. The case effectively curtails Pennington by insisting on objective divesting of control, not merely subjective finality of intention.
Choithram International SA v Pagarani [2001] 1 WLR 1
The testator, seriously ill, orally declared 'I give all my wealth to the foundation', referring to a charitable foundation whose trustees included himself. He executed a trust deed and died shortly after, before formally transferring the assets. The Privy Council held that the gift was effective. Lord Browne-Wilkinson reasoned that the words amounted to a declaration of trust by the testator (who was one of the trustees) rather than a failed transfer. Since the testator held the property on trust and was one of several trustees, equity would not allow the trust to fail for want of vesting in his co-trustees; the incompleteness could be cured by his personal representatives.
The decision is controversial because it appears to collapse the distinction between declaration and transfer, and sits uneasily with cases like Jones v Lock. It may be limited to its charitable context or explained as an instance of the maxim that equity treats as done that which ought to be done.
T Choithram International SA v Pagarani (further analysis)
Some commentators view Choithram as a special rule for immediate charitable gifts. Others see it as inconsistent with Milroy v Lord. The Privy Council's reasoning—that the donor's conscience was bound as trustee—effectively permits an intention to transfer to be recharacterised as a declaration, contrary to Turner LJ's warning that the court will not 'convert [a failed transfer] into a declaration of trust'.
Strong v Bird (1874) LR 18 Eq 315
The donor forgave a debt owed by her stepson, with whom she lived. She made no formal release. On her death, the stepson was appointed executor. The court held that the appointment vested the legal title to the debt (as part of the estate) in the stepson, and since the donor's intention to forgive persisted until death, equity would not compel the executor to collect the debt for the estate. The rule has been extended beyond debts to imperfect gifts of chattels where the donee later becomes executor or administrator: the vesting of legal title in the personal representative, combined with continuing donative intent, perfects the gift. The exception is narrow and depends on the fortuity of appointment as personal representative.