1 - Introduction to Company Law

Source - Company Law by Dignam and Lowry

Work in Progress

1 - Accounting Principles

Source - Accounts for Solicitors by Lesley King, CLP Publication

Work in Progress

1 - Partnerships

Source - Business Law by Slorach and Ellis, OUP Publications

Work in progress

16 - Breach of Trust

Source - Unlocking Trusts

This is another important chapter under Trust Law. Following is it summary:

1) Breach of trust and measure of liability - Based on the restitution principle. See how it works in the case unauthorized investment, failure to dispose off unauthorized investments, improper sale of authorized investment, trustees making profit, tax deductibility and interest

2) Contribution and indemnity between trustees - Joint and several liability, contribution under Civil Liability (Contribution) Act, see how indemnity it works in case of advice from a solicitor, the rule of Chillingworth v Chambers

3) Defences to an action of breach of trust - (a) Knowledge and consent of beneficiaries (b) Impounding the interest of beneficiaries (c) Relief u/s 61 of Trustees Act (d) Limitations and latches (equity aids the vigilant and not the indolent)

4) Proprietary remedy - Tracing (a) under common law (b) under equity (Watch out that there many cases and principles here). Also see limitations to tracing.

15 - Variation of Trusts

Source - Unlocking Trusts

Following is the summary of this chapter:

 

1) Variation of Management / Administration - (a) Rule of Saunders v Vautier (b) Inherent jurisdiction of courts (c) s 57 of Trustee Act 1925

2) Variation of beneficial interest - (a) Rule of Saunders v Vautie (b) s 53 of TA 1925, (c) s 64 of Settled Lad Act (d) ss25-25 of Matrimonial Causes Act (e) s96 of Mental Health Act  (f) Inherent Jurisdiction (g) Variation of Trust Act 1958 - (i) this Act reverses HL's decision in Chapman v Chapman (ii) see the distinction between variation and resettlement (iii) Intention of settlor, though not a overriding factor, should be considered (iv) other factors to be considered

14 - Duties and Powers of Trustees

Source - Unlocking Trusts

This is another important chapter. The answer to question No. 6 of the sample questions given by Kaplan lies here. Following is the summary of this chapter:

 

1) General Duties of Trustees - (a) Common law duties (b) Duty under Trustee Act 2000  - see the subjective test and objective test

2) Duty to act unanimously

 

3) Duty to act personally - (a) Delegation is possble subject to exception under part IV of the Trustees Act 2000 [s 11(1) and 11(3)] (b) s 25 of Trustee Act 1925 as amended by Trustee Delegation Act 1999 which individual delegation by PoA (c) s 9 of TOLATA which permits delegation by PoA to beneficiaries in respect of land

4) Exclusion clauses

 

5) Duty of provide acccounts and information

6) Duty to distribute to the correct beneficiaries 

 

7) Duty not to make profits from the trust

8) Powers of investment - (a) express power (b) statutory power u/s 3 of Trustees Act (note about investment powers; they can invest in land only in the UK)

 

9) The right of beneficiaries to occupy land

10) Power of maintenance and advancement - (a) Express power (b) Inherent power (to be exercised by court) (c) Statutory power (can be exercised by Trustees)

 

11) Power to give receipt

12) Power to partition land

13 - Appointment, Retirement and Removal of Trustees

Source - Unlocking Trusts

Following is the summary of this chapter:

1) Appointment and creation of new trust - Inter vivos (Rule is is no trustee exists, then the trust fails. If some exist, then the trust is valid), will (Rule is is no trustee exists, then the court appoints)

2) Appointment and continuation of the trust - The appointment should be made in the following order: (a) By express power (b) By general statutory power (s26(1) and 26(6) of Trustees Act 1925 (c) As per the direction of the beneficiary (s19-21 of TOLATA) (d) By court (s 41 of Trustee Act)

3) Retirement - As per / by (a) Trust instrument (b) General statutory power (s36(1) and 39 of Trustee Act (c) Consent of beneficiaries (Saunders v Vautier principle) (d) Direction of the beneficiary (s19-21 of TOLATA) (d) Court (s 41 of Trustee Act)

4) Removal -  As per / by (a) Trust instrument (b) General statutory power (s36(1) of Trustee Act (c) Direction of the beneficiary (s19-21 of TOLATA) (d) Court u/s 41 of Trustee Act and under inherent jurisdiction 

12 - Charitable trusts

Source - Unlocking Trusts

Work in Progress

11 - Private purpose trusts

Source - Unlocking Trusts

Here is the summary of this chapter:

1) Introduction - Trust for certain "private purpose" instead of a set of individuals. See the principle laid in Astor's case

2) Valid of PPT - They are void for: (a) Lack of beneficiary principle (b) Uncertainty of objects (c) Infringement of perpetuity rule

3) Exceptions - PPT for (a) maintainence of animals (b) Construction of memorial / monument (c) Saying of masses (d) See the Denley principle where though general purpose if found to be for the benefit of certain individuals was held valid

4) Gift unincorporated associations - (a) Void if it is for the promotion of a purpose (b) Valid if it is a (i) Trust for present members (ii) Gift to members. This may be x) Gift to present members as joint tenants xx) Gift to members as accretion to funds xxx) Gift to present and future members. See the Neville's case...

10 - Secret trusts and mutual wills

Source - Unlocking Trusts

A summary of this chapter is given below:

1) Introduction - (a) 2 types: Fully secret trust & Half secret trust (b) Trust comes into play outside the Wills Act 1837 (see the case of Young) (c) Basis of enforcement - Equity will not allow statute to be used a fraud

2) Requirement of Fully Secret Trust - (a) Communication to and acceptance by the legatee (trustee) during the testator's lifetime, whether before after the will (b) See what happens if there is no agreement (The case of Wallgrave) and is the terms of trust are not communicated (the case of Boyes)

3) Requirement of Half Secret Trust - (a)There should be mention of the trust in the will itself(b)Contrast this kind of trust with the case of Boyes (c) Communication should before the will not after (d) Trustee will never take the property beneficially (contract this with Wallgrave case)

4) Unresolved issues with secret trusts - (a) Standard of proof (b) Death of secret beneficiary (c) Death of secret trustee (d) Classification of secret trust - whether express or constructive

5) Mutual Wills - Similar wills made by 2 or more testators or joint wills on the death of the first to die + agreement intended to bind the survivor of the first to die

9 - Constructive Trusts

Source - Unlocking Trusts

Following is the summary of this chapter:

1) Introduction

2) Constructive trust and duty to account

3) Institutional and remedial constructive trusts

4) Recognized categories of constructive trusts - (a) Fiduciary making unauthorized profit (b) Benefit received by fiduciary (c) Bribes and secret profits (d) Trustee-directors remuneration (e) Occasions when trustee can receive remuneration (f) Purchase of trust properties (rule against self dealing see the case of Regal's case)

5) Contract for sale of land

6) Equity will not allow a statute to be used as on engine for fraud

7) Proprietary rights in the family home - (a) legal title in joint names (b) legal title in the name of one party (c) indirect contribution  - there should be either evidence of an agreement or conduct, see Cooke's case and Whipps case; also see s 237 of the Matrimonial Proceedings and Property Act 1970, (d) see how the properties should be valued between husband and wife (e) Order  for sale u/s14 of Trusts of Land and Appointment of Trustees Act

8) Strangers as constructive trustees - (a) Trustees de son tort (b) knowingly receiving and dealing in trust property for his own use ('notice' rule) (c) Alternatve liability ('knowledge' rule) (d) Dishonest assistance or accessory liability (e ) Royal Brunei v Tan Analysis

There are many interesting but complicate cases and legal principles emanating from the cases in this chapter.

8 - Resulting Trusts

Source - Unlocking Trusts

This chapter and the next are most confusing (and also important) chapters of trust law. Here is the summary of this chapter:

1) Introduction

2) Automatic resulting trusts - (a) when the settler retains the beneficial interest, see Vandervell case (b) when the purpose fails see Barclays Bank v Quistclose, Carreras Rothmans Lts v Freeman, (c) in case of surplus of funds see Abbott case, Gillinghand Bus case and contrast it with Andrews Trust case, (d) Dissolution of unincorporated associations - RT v contract theory

3) Presumed resulting trusts - (a) purchase in the name of other (b) voluntary transfer in the name of other and effect of s60(3) (c) RT v presumption of advancement and rebuttal of presumption (d) Intended unlawful activity and rebuttal of presumption

7 - Discretionary Trusts

Source - Unlocking Trusts

Here is the summary of this chapter:

1) Introduction - Fixed trusts (with interest in possession, discretionary trust (without interest in possession), exhaustive and non-exhaustive trusts

2) Period of accumulation - s164 of LPA and s13 of the Perpetuities and Accumulation Act 1964

3) Reasons for creating discretionary trust - contrast with administrative discretion 

4) Mere Powers and Trust Powers - see the subtle distinction burrough case v Weekes's settlement

5) Duties imposed on fiduciaries - see the distinction between exhaustive and non-exhaustive trusts

6)  Status of objects under discretionary trusts - objects 'individually' are not entitled for the benefit till discretion is exercised. That means they can only make the trustees to exercise their discretion. But, 'collectively' they can terminate the discretionary trust subject to certain conditions.

7) Protective trusts u/s 33 of Trustees Act 1925 - Determining / forfeiture events

6 - Formalities for Creation of Express Trust

Source - Unlocking Trusts

Here is the summary of this chapter:

1) Declaration of a trust of land - Should be 'proved' by writing as per s 53(1)(b) of LPA, Exceptions: implied, resulting and constructive trusts

2) Dispositions of land - Should be 'made' in writing as per s 53(1)(c)of LPA, direction by beneficiary also validly constitutes second trust (Yerbury)

3) Overlap between s 53(1)(b) and s 53(1)(c)

4) Estoppel 

5) Self declaration of trust

5 - Equity will not Assist a Volunteer - Exceptions

Source - Unlocking Trusts

Here is the summary of this chapter:

1) The Rule of String v Bird - contrast this rule with the one laid down in Freeland ("future" gift), Wale (no continuous intention), James (rule extended to intestacy)

2) Donatio mortis causa - prerequisites: (a) contemplation of death (b) conditional on death (c) parting with the dominion, see relating to cash, cheque, land [is also possible], stock and shares

3) Proprietary estoppel - Old test 5 probanda: (a) plaintiff's mistake as to his legal right (b) plaintiff has expended money (c) defendant's existence of right inconsistent with plaintiff's right (d) defendant must know plaintiff's mistake (e) defendant must have encouraged plaintiff to spend money; modern test: unconscionability

4 - Constitution of an Express Trust

Source - Unlocking Trusts

Here is the summary of this chapter of this book:

1) Introduction - Two methods: Self declaration and transfer of property to the trustees

2) Transfer of property to the trustees - Rule of Milroy v Lord, read the case of Rose and contrast it with the case of Fry, also see the case of Pennington

3) Self-declaration  - No self declaration following imperfect transfer, the settlor may expressly adopt both modes of creation, multiple trustees also possible (see the rule of Choithram which says failure of transfer of property to one of the trustees is not fatal),

4) No trust of future property - see what happens in case of trust in choses in action by virtue of Fletcher v Fletcher

5) Effect of perfect and imperfect trusts - Contracts (Rights of Third Parties) Act

3 - The Three Certainties

Source - Unlocking Trusts

Here is the summary of the 3rd chapter of this book:

1) 3 Certainties - Intention, subject matter and objects of a trust

2) Intention - To create a trust. Equity looks at the intent rather than the form. Intention to create a trust is different from intention to benefit. Distinction between creation of trusts orally and 'loose talk' (see the case of Jone v Lock where it was held that trust was not created and contrast it with Paul and Constance), 'precatory words' (see the case of Adams and Kensigton and contrast it with Comiskey), effect of uncertainty of intention

3) Subject matter - As regards trust properties and beneficiaries (observe the distinction and see the case of Boyce v Boyce),

4) Objects - See how it varies between express trust and discretionary trust (see the case of IRC and contrast it with OT computers), list test against ascertainability test, is or is not test, any given postulant test (see the rule laid down in the case of McPhill), limitations to McPhail's case, also see various approaches to McPhail's case

2 - Introduction to Trust Law - Part 2

Source - Unlocking Trusts

Here is the summary of the second chapter of this book:

1) Concept of trust - Recognition of Trusts Act, Hague Convention on Recognition of Trusts

2) Characteristics of a trust - Separation of legal and equitable interest, Sub-trust, inter vivos or on death, position of each party in a trust particularly bonafide transferee of the legal estate for value without consideration (see MCC Proceeds v Lehman Bros)

3) Classification of trusts - private and public, fixed and discretionary, express, resulting, constructive, statutory trusts

4) Reasons for creation of trusts

1 - Introduction to Trust Law - Part 1

Source - Unlocking Trusts

Presence of trust is unique to common law jurisdictions. Most civilian countries do not have the concept trusts. Here is the summary of the first chapter of this book.

1) Introduction to Equity - Historical setting

2) Contribution to Equity from Chancery

3) Nineteenth Century Reforms - Common Law Procedure Act, Chancery Amendment Act, Judicature Acts

4) Maxims of Equity - Click here for maxims of equity

Statute List - Business

It is said that lawyers need not remember every law, but he should know where to find the law. This is particularly true for tackling TLST because you will have access to legal resource in the exam. You should know where to find and apply the law appropriately for a given set of facts.

Following is a list of statutes relating to business law I found in the text book.

1.      Business

1.1.      Banking Act 1987

1.2.      Building Societies Act 1986

1.3.      Bank of England Act 1998

1.4.      Capital Allowances Act 2001

1.5.      Companies Act2006

1.6.      Company Directors Disqualification Act 1986

1.7.      Competition Act 1998

1.8.      Consumer Credit Act 1974

1.9.      Consumer Protection Act 1987

1.10.  Contracts (Rights of Third Parties) Act 1999

1.11.  Corporation Tax Act 2009, 2010

1.12.  Data Protection Act 1998

1.13.  Enterprise Act 2002

1.14.  Fatal Accidents Act 1976

1.15.  Financial Services and Markets Act 2000

1.16.  Health and Safety at Works Act 1974

1.17.  Health and Social Securities Act 2001, 1983

1.18.  Highways Act 1980

1.19.  Hire Purchase Act 1964

1.20.  Income and Corporation Taxes Act 1988

1.21.  Income Tax Act 2007

1.22.  Income Tax (Employment and Pensions) Act 2003

1.23.  Income Tax (Trading and Other Income) Act 2005

1.24.  Insolvency Act 1986, 1994

1.25.  Late Payment of Commercial Debts (Interest) Act 1998

1.26.  Legal Services Act 2007

1.27.  Limited Liability Partnership Act 2000

1.28.  Minors Contract Act 1987

1.29.  Misrepresentation Act 1967

1.30.  Partnership Act 1890

1.31.  Powers of Attorney Act 1971

1.32.  Sale of Goods Act 1979

1.33.  Sale of Goods (Implied Terms) Act 1973

1.34.  Sale and Supply of Goods Act 1994

1.35.  Solicitors Act 1974

1.36.  Supply of Goods and Services Act 1982

1.37.  Taxation of Chargeable Gains Act 1992

1.38.  Taxes Management Act 1970

1.39.  Town and Country Planning Act 1990

1.40.  Unfair Contract Terms Act 1977

1.41.  Value Added Tax Act 1994