Facts
- Ada Crampton intended to transfer shares in a company to her nephew, Harold Crampton.
- Ada signed the share transfer form and delivered it to the company’s auditor.
- The auditor did not forward the transfer form to the company secretary, who was responsible for registration.
- Ada passed away before the registration of the transfer was completed.
- Harold was informed of Ada's intention and signed the transfer form.
- The auditor, acting as Ada’s agent, informed Harold that no further action was required from him, on which Harold relied.
- The issue arose whether the shares formed part of Ada’s estate or were held on trust for Harold.
Issues
- Whether the strict rule from Milroy v Lord, that “equity will not assist a volunteer” by perfecting an imperfect gift, applied in the circumstances.
- Whether Ada had done everything in her power to transfer the shares, so that the exception in re Rose applied.
- Whether, despite incomplete formalities, it would be unconscionable to allow Ada (or her estate) to retract the gift and thus whether equity should perfect the transfer.
Decision
- The Court of Appeal held that, although Ada had not completed all necessary formalities, it would be unconscionable to allow her to revoke the gift.
- The court found that Ada’s intent, Harold’s knowledge and reliance, and the auditor’s assurances collectively meant it would be unfair to deny Harold the shares.
- Equity intervened by imposing a constructive trust in favour of Harold, perfecting the gift despite non-compliance with formal transfer processes.
- The shares did not form part of Ada’s estate and were held for Harold.
Legal Principles
- The principle from Milroy v Lord is that equity will not assist a volunteer or perfect an imperfect gift.
- The exception in re Rose applies if the donor has done everything in their power to transfer the property.
- Pennington v Waine established that a further exception arises where it would be unconscionable for the donor (or estate) to retract the gift, even if the donor has not completed all necessary actions.
- The unconscionability exception depends on the facts, including the recipient’s knowledge, any reliance, and assurances given.
- Subsequent cases, such as Zeital v Kaye and Curtis v Pulbrook, have construed the unconscionability test narrowly, requiring clear evidence of detrimental reliance or conduct by the donee.
Conclusion
Pennington v Waine marked a significant development by permitting equity to perfect a gift in cases of unconscionability, beyond the strict formalities required by previous authorities. However, later case law has emphasized that this remains a narrow, highly fact-specific exception.
