Zeital v Kaye [2010] EWCA Civ 159

Key point

  • An imperfect gift is only perfected by trust when the donor had done everything in his power to carry out the transfer, as was held in re Rose
  • Pennington v Waine is distinguished on specific facts


  • Z intended to transfer shares he owned to his lover S
  • However, Z did not complete the share transfer form nor hand over the share certificates to S
  • Z died intestate and his children sought to claim the shares from S

Held (Court of Appeal)

  • The children’s claim succeeded
  • Z’s intended gift to S could not be perfected

Rimer LJ


  • re Rose held that once the legal owner of shares hands to his donee a properly completed share transfer form and the relative share certificate, he has done everything in his power to transfer the shares and the donor thus holds the shares on trust for the donee
  • The donee will only become their legal owner upon being later registered as a member, a matter commonly outside the donor’s control
  • Pennington v Waine raised special facts relating to the delivery of the stock transfer form, the gift of the beneficial interest was regarded as complete even though no share certificate was handed over since the share certificate was held by the company

Current case

  • There are important factual differences between the current case and Rose cases
  • Z did not do all in his power to transfer the second share to S
Imperfect gift cases
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