Re Harvard Securities Ltd, Holland v Newbury [1997] 2 BCLC 3...

Facts

• Harvard Securities Ltd, a nominee company, managed pooled shares for its clients by holding shares together and crediting them to client accounts without assigning specific shares to individuals.
• After the company's collapse, the liquidator argued that the lack of specific allocation of shares to each client prevented the clients from claiming the shares.
• The central dispute concerned whether the absence of precise allocation invalidated clients' entitlement to the shares held in the company's pooled account.

Issues

1. Whether a trust over shares is valid when the specific shares are not allocated to individual beneficiaries.
2. Whether the inability to identify the precise number of shares held for each client precludes those clients from asserting proprietary rights over the shares.
3. Whether a clear plan to establish a trust and the ability to identify beneficiaries suffices for trust validity in pooled share arrangements.

Decision

• The High Court held that a valid trust existed in favour of the clients, even without individual allocation of specific shares.
• Justice Neuberger determined that the key factor was the existence of a clear intention to create a trust and the ability to identify beneficiaries.
• The absence of precisely identified shares per client did not negate the validity of the trust or the clients’ equitable entitlement.
• The judge affirmed that the clients’ aggregate entitlement could be determined for distribution upon liquidation.

Legal Principles

• Traditional company law requires clarity and specificity in agreements relating to share distributions, but absolute precision is not always necessary.
• A trust over fungible assets, such as shares of the same class, can be valid even in the absence of segregation, provided that the trust purpose and the beneficiaries are clearly ascertainable.
• Earlier authority, such as Hunter v Moss [1994] 1 WLR 452, supports the existence of trusts over unallocated identical assets within a group.
• Effective record-keeping and the possibility of identifying both the trust purpose and the beneficiaries are fundamental to upholding such trusts.

Conclusion

Re Harvard Securities demonstrates a pragmatic approach to share distribution trusts, permitting flexibility in pooled investment arrangements where the trust purpose and the beneficiaries can be clearly identified, even if exact share allocations are determined at a later stage. This case remains a significant reference for trust law relating to grouped investments and nominee structures.