Constitution of Trusts Q&A

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When you are studying constitution in Equity and Trusts, these notes will assist you in determining the legal conditions that must be met in order to create trusts, as well as the manner in which express trusts absolutely must be created. You will be able to comprehend the rationale behind the statutory requirement that some trusts must be established via the use of a certain methods. These notes on Constitution provide an explanation of the exceptions to the rules that govern constitution, as well as instructions on how to apply the tenets and standards to circumstances in questions you will see on your course.

Problem Question

In July 2013, the board of directors of East Midlands Couriers Limited (“EMCL”) decided to appoint Dylan Moore as a director of EMCL. However, in order to be appointed as a director, Dylan also needed to become a shareholder in the company and so Adrian Moore, Dylan’s uncle and EMCL shareholder decided to transfer 1,000 of his shares in EMCL to Dylan.

In August 2013, Adrian sent his share certificate and share transfer form to EMCL’s accountants and told Dylan that he had done so. The shares have not, as yet, been registered in Dylan’s name.

Adrian also decided to put 1000 of his shares in another company, Deluxe Kitchens Limited, on trust for his children, Poppy and Samson. He gave a written document to his trustee, Martin which stated as follows:

“I hereby transfer 1,000 shares in Deluxe Kitchens Limited to Martin to hold upon trust equally for my children, Poppy and Samson”.

Adrian sent his share certificate and share transfer form to Deluxe Kitchen’s accountant in September 2013 but the transfer form contained two minor errors, which caused an officious employee of Deluxe Kitchens Limited to refuse to register the transfer. He returned the form to Adrian on the 3rd November 2013.

Adrian died on 5th November 2013.

Read the cases of Milroy v Lord (1862) 4 DE GF & J 264, Re Rose [1952] 1 All ER 1217 and Pennington v Waine [2002] 1 WLR 2075 and in your answer explain, in detail, how those cases can be applied to or distinguished from the facts of the question in deciding:

a) Whether Dylan can claim to be the owner of the shares in EMCL or if they will form part of Adrian’s estate?

b) Whether the shares in Deluxe Kitchens Limited will be subject to the trust?