Milroy v Lord (1862) 2 GF & J 264

Key point

  • This case laid down the general principle that there is no equity to perfect an imperfect gift, in other words, courts should not imply a trust simply because an intended gift was not completed


  • The settlor, Mr Medley, executed a deed to transfer 50 shares in the Bank of Louisiana for Mr. Lord (L) to hold on trust for Eleanor Medley (M), Mr. Medley’s niece.
  • The settlor also handed the relevant share certificates to L.
  • However, the shares were never registered in L’s name by the bank as L failed to hand over the deed of transfer and share certificates to the bank.
  • Registration is required under company law for legal title in shares to be transferred.
  • When the settlor died the shares still remained in his name.
  • M sought to argue that the shares had been held on trust by the settlor for L, who then held such beneficial interest on a sub-trust for herself.


  • Did the settlor hold the shares on trust for L?

Held (Court of Appeal)

  • No, the legal and beneficial title remained with the settlor.

Turner LJ

Equity will not perfect an imperfect gift: p. 1189 – 1190A

  • To perfect a gift, the transferor must do everything necessary according to the nature of the property.
  • Property may be gifted in one of three ways:
    1. Transfer of absolute title;
    2. Transfer to a trustee; and
    3. Settlor declaring himself as trustee.
  • If the gift is intended to take effect one way, equity will not allow it to take effect by another, thus a transfer of absolute title will not take effect as a declaration of trust.

Current case: p. 1190B

  • The shares were intended to be held on trust by L for M and it was never intended by the settlor that he himself will hold it on trust.
  • The court will not convert the deed to a different transaction.
Imperfect gift cases
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