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CONSTITUTION (Transferring legal title (Land (52(1) LPA 1925. 53(1)(b)…

- - - - executed 2 transfers of shares in private company, one by way of gift, the other to Ts. Transfers and share certs were delivered to company reg but were not registered until a month later. Even though legal title did not pass until reg, CofA held hat the transfers were effective in eq once Mr Rose had done everything in his power to vest the shares in the transferees. Pending reg, the settlor held legal title to shares on constructive trust for transferees. If company reg had refused to reg transfer, legal title would remain with settlor but he would have to pay dividend income to transferees
      - Mascall v Mascall (extension of Re Rose). Princinple was applied to transfer of reg land. All relevant docs had been executed and transf stamped and handed to transferee, gift was vied as complete in eq. It is important that transferor puts matter beyond their control. HOWEVER< this would be insufficient if had merely sent docs to own agent. COMPARE Re Fry- transferor domiciled abroad had not obtained Treasury consent and died before it was obtained. Transfer of shares ineffective, as transferor had not put matter beyond their control. FURTHER- Zeital v Kaye deceased owner of abs eq int in a shareholding had not done everuthing in power to transfer when had not handed over share cert
      - Pennington v Waine- CofA held that it was not necessarily essential that docs must have been sent off for reg or delivered to donee or agent. Ada Crampton owned 1500 of 2000 ussed shares in a private company and was one of 2 directors. 2 months prior, she told Mr Pennington that she wished to immediately transf 400 of her shares to her newphew, Harold. Ada's share certs were held by company. Ada signed stock trans form and gave to Penninton, who placed on file. NO further action ws taken. He was held not to be an agent. It was argued that for Re Rose to apply, Ada must have done all in her power, and that meant giving docs to company or Harold. CofA disagreed and upheld judge's decision that gift to Harold was effective in eq as a stage had been reached where it would have been unconsionable for Ada to recall gift.
        
        Arden LJ said there could be no list of factors which makes it unconscionable for donor to change mind. Factors would be considered if 1. Ada made gift from own free will, 2. she told Harold about gift and signed share transf form, whichshe delivered to Pennington for secure reg, 3. Pennington, her aget, told Harold he need take no action, 4. Harold agreed to become a director which he could not do without shares being transferred to him and 5. Ada countersigned form of consent to act as director
        
        Rather than relying on unconscionability, Pennington may be better explained as based on estoppel resulting from detrimental reliance upon a registration Curtis v Pullbrook [2011]. This doctrine has sometimes been used for imperfect gifts Gillett v Holt & Thorner v Major. PE arises where there is an assurance, reliance and detriment, so that it would be uncons to go back on assurance. Award is based on minimum equitry required to do justice.