Get 2 points on providing a valid reason for the above 43 (Lord Upjohn) On the one hand, there are some findings o f the Com m issioners which m ight A lead to the inference tha t the transfer to the trustee com pany was beneficial— see, for example, para. Thus the dividends which wereto amount to £145,000 were to be gross dividends from which tax wouldbe deducted at source. Both of them, however, had in mind that it might beexercised for the purpose of a proposed new trust for employees.Then—I quote—" the evidence of Mr. Robins on this point (which" we accepted) was that if, when the time came to exercise the" option, the Trustee company should have been Trustee of other" settlements besides the 1949 children's Settlement, the directors" of the Trustee company would have considered the rights and" interests of the beneficiaries before deciding for what purpose to" exercise the option ". To hold the contrary would make assign-ments unnecessarily complicated; if there had to be assignments in expressterms of both legal and equitable interests that would make the sectionmore productive of injustice than the supposed evils it was intended toprevent. V.C., without any direct evidence as to the intentionof the settlor, drew a commonsense deduction as to what he must have. Those words were applied in Gray and Oughtred to cases where the legalestate remained outstanding in a trustee and the beneficial owner was dealingand dealing only with the equitable estate. It depends upon the interpretation one places on thefacts as found. but because it is relevant to the case.) Who, in that case, would be thedonor of the option to the Trustee company, the College having decidedof its own free will to give it? This case was the first in a series of decisions involving Tony Vandervell's trusts and his tax liability. This page was last edited on 29 April 2020, at 16:26. 1. The House of Lords held that the Law of Property Act 1925, section 53(1)(c), was not applicable to situations where a beneficiary directs his trustees, by way of his Saunders v Vautierright to do so, to transfer full legal and equitable ownership to someone else. We have pleasure in advising you that our client Mr. G. Many of the arrangements were made orally. I agree that it is an easy conclusion to draw. At this point the trustees exercised the option and took back the shares. A." Lord Reid, Lord Pearce, Lord Upjohn, Lord Donovan, Lord Wilberforce  UKHL 3,  2 AC 291,  UKHL TC – 43 – 519 Bailii, Bailii Income Tax Act 1952 411 415, Law of Property Act 1925 53 England and Wales Citing: Cited – Oughtred v Inland Revenue Commissioners HL 4-Nov-1959 Therefore, any shares coming to them could only be held on trust. They are created or implied or are held to result in favour" of donors or settlors in order to carry out and give effect to their true" intentions expressed or implied. There is no need, or room, as I see it, to invoke a presumption.The conclusion, on the facts found, is simply that the option was vested inthe Trustee company as a trustee on trusts, not defined at the time, possiblyto be defined later. The Appellant himself clearly considered that he hadparted with the shares for good, and had no residual hold upon them.Upon these facts, wherever the onus of proof may lie, I should feel noconfidence in drawing the conclusion of a resulting trust. On 6th April, 1961, the Inspector asked whyVandervell Trustees, Ltd. would in the event of the option being exercisedhave to hold the shares on trust. Will you do so? 2. In Vandervell v IRC  2 AC 291, the transfer of the legal title to property was made but the transferor omitted to deal with the destination of the equitable interest in a share option scheme. The assessments upon the Appellant were made under the provisions ofsection 404(2) of the Income Tax Act, 1952, as well as under section 415,though the argument has proceeded throughout mainly upon the lattersection. . The claim bythe Crown against the Appellant is founded upon the provisions of sections404 and 415 of the Income Tax Act, 1952, but in argument has turnedupon section 415(1). On the contrary, there were weighty reasonswhy it should not. In the absence of default trusts, whether the deed is revocable or irrevocable, beneficial ownership of the assets remains with the settlor so that the purported powers amount at most to a gratuitous mandate revocable by the settlor. Tony Vandervell was a wealthy racing car manufacturer with a company called Vandervell Products Ltd. Correspondingly, the evidence points clearly away from any conclusionthat the Trustee company held beneficially, or for the purpose of its business.It had no business, no function, except as a Trustee ; no assets, except as aTrustee. 3. If and so far as the Commissioners determined thematter under section 415(2) by giving an impossibly wide construction tothe concluding words thereof—" payable to him or applicable for his benefit. It has never been suggested that it receivedthe option as Trustee of the savings fund, because no part of that fundcould, under the rules, be invested in shares of the manufacturing company.So there are left three alternatives: (i) that the option was held on the Trusts of the 1949 Settlement;(ii) that the option was held on trusts not at the time determined, but to be decided on at a later date : (iii) that the option was held by the Trustee company free from any trust and (at most) subject to an understanding that it or the shares when it was exercised would be disposed of in a suitable manner. Vandervell Trustees Ltd. an option to purchase the shares for £5,000 and(5) a letter of 11th October 1961 from their agent to the College exercisingthe option and enclosing £5.000. The difficulty,and it is very great, lies in the application of those well-settled principlesto the facts of the case. They did so in due course and in fact were not in the least degreeinterested in the ultimate fate of the shares after they had received thepromised dividends. 217 where Bacon. It was not formally agreed between Mr. Jobson (the solicitor) andMr. Judgement for the case Vandervell v IRC V wanted to make a donation to X. I find no difficulty in holding that the latter is the correct inference fromthe facts set out in the Case Stated. But the equitable, or beneficial interest, cannot remainin the air: the consequence in law must be that it remains in the settlor.There is no need to consider some of the more refined intellectualities of thedoctrine of resulting trust, nor to speculate whether, in possible circum-stances, the shares might be applicable for Mr. Vandervell’s benefit: he had,as the direct result of the option and of the failure to place the beneficialinterest in it securely away from him, not divested himself absolutely of theshares which it controlled. avoid possible difficulties he thought " that it would not be desirable to" give the shares outright to the College "—one may note at once someinherent hazards in the idea, or at least in the words in which he expressedit. I mayadd that had this contention been put forward at the hearing before theSpecial Commissioners the Revenue might well have been tempted to explore,by cross-examination, the real control of the Trustee Company and to arguethat the case came within section 415(2) of the Income Tax Act, 1952. James, L.J., in the same case at page 349 also pointed out in effect thatit was really a jury matter, on the basis, I may add. It is found in the Case Stated that the directors and shareholdersin the Trust company never considered that the option could beturned to account so as to benefit them personally. the shares registered in its name, and so become their legal and beneficial owner.4 At the same time, the Royal College would grant an option for a company associated with Vandervell to repurchase the shares at a very low price. In Vandervell v IRC (1967) the House of Lords decided that s53(1)(c) did not apply where the legal and equitable titles were transferred together. On 19th November, 1958.the solicitor (or Mr. Robins—the Case is ambiguous) on behalf of Mr.Vandervell, who intended to make a gift, handed the transfer to the Collegewhich, in due course, sealed it and obtained registration of the shares inthe College's name. But I doubt in the end whetherhere it makes any difference to the ultimate result. But if, as in this case (a common form share transfer), the document issilent, then there is said to arise a resulting trust in favour of A. Theeffect of this evidence and the Special Commissioners' conclusions upon itappear in the case stated and may be summarised as follows: The optionwas to be granted (and was granted) to Vandervell Trustees, Ltd. " the" only large shareholder apart from the Appellant". Looking at the situation objectively I find an outright grant ofthe option to the Trust company. Clearly, I should have thought, the College. The College returned the transfer duly sealed by itself to Mr. Robinson 25th November, 1958. for registration, and also the option deedlikewise sealed by the College. Three cases of particular importance are Boardman v Phipps 2 AC 46 (giving a powerful dissent), Vandervell v IRC 2 AC 291 (where he gave a majority speech) and In re Gulbenkian's Settlements AC 508. at page 172 and in Lewin onTrusts 16th Ed. First, then, who provided the option? A the beneficial owner informs his trustees that he wants forthwith to getrid of his interest in the property and instructs him to hold the propertyforthwith upon such trusts as he will hereafter direct; that beneficial interest,notwithstanding the expressed intention and belief of A that he has therebyparted with his whole beneficial interest in the property, will inevitablyremain in him for he has not given the property away effectively to or forthe benefit of others. You will receive between now and 31st March 1959 Dividends" totalling £145,000 Gross on Shares in Vandervell Products Ltd. which" our client now owns and will transfer to you. The basis of the rule is, I think, that thebeneficial interest must belong to or be held for somebody: so if it was notto belong to the donee or be held by him in trust for somebody it mustremain with the donor. If the settlor does not divest himself adequately as in Vanderwell v IRC a resulting trust would operate. As the option deed is itselfquite silent upon this point all the relevant facts and circumstances mustbe looked at to solve this question. This depends entirely upon the true construction of section 53(1)(c)of the Law of Property Act, 1925, which the Crown maintain makeswriting necessary to pass the beneficial interest. . As Lindley LJ. "is probably correct". Thetransfer to the College was effected by the Bank on a common form transfer(pursuant to Article 91 of the Company's Articles of Association) in con-sideration of 10s. LordDonovan. There are two points to be considered, completely different, each in awatertight compartment. I proceed to consider that question, however, upon the footing that I ammistaken in my doubts as to whether Mr. Vandervell granted the option,and that in fact he did so. 14(5); but then the concluding words o f para. Vandervell himself was entitled to the option, or whether it werein the hands of some other person whose co-operation, in the event of sucha flotation, could be relied upon. An interesting problem arose on Lord Upjohn's death. I would be disposed to agree that it might be wrong to put too muchweight on the Special Commissioners' finding which I have quoted aboveunder (2) or at least on its literal wording—and possibly the Court of. To extract from the findings a conclusion that the Trusteecompany was to hold free from any trust but possibly subject to someunderstanding or gentleman's agreement seems to me, rather than even abenevolent interpretation of the evidence, a reconstruction of it. If Mr. Vandervell had said or represented to the Collegeby himself or through his agent that, if there were no option granted, thenthere would be no gift, the conclusion would be clearly right. He said " No one suggests that the trustee company took" it otherwise than on trust ". The case is a proposition that an oral declaration to a bare trustee to transfer the trust property to a third par… As the option was part of thesettlement or arrangement I shall assume that it was provided by theAppellant. Get 1 point on adding a valid citation to this judgment. The grant of an option to purchase is very different from a grant of alegal estate in some real or personal property without consideration to aperson nominated by the beneficial owner. MY LORDS, This case provides yet another illustration of the folly of entering into animportant transaction of an unusual character without first obtaining expertadvice regarding tax liabilities which it may create. The Trustee Company should hold as trustee upon suchtrusts as he or the trustee company should from time to timedeclare. 78) that thegift would have been complete, on the basis that he had done everything inhis power to transfer the legal interest, with an intention to give, to theCollege. During the course of the argument I suggested that the option might becaught by Clause 1 of the children's Settlement so as to be held upon thetrusts thereof. The shares in question,the 100,000 ' A' shares in Vandervell Products, Ltd., were, prior to 14thNovember, 1958, registered in the name of the National Provincial Bank,Ltd., upon trust for the Appellant absolutely. As Plowman, J., said: " As I see it a man does not" cease to own property simply by saying ' I don't want it'. The only relevant docu-ments are (1)a letter of 14th November 1958 from the Appellant to Mr.Robins in which he said: " I have decided to give to the College the" 100,000 ' A ' shares in Vandervell Products Ltd." ; (2) a letter of 19thNovember from Mr. Robins' firm to the College in these terms—. " If he tries to" give it away the question must always be has he succeeded in doing so" or not.". Lord Upjohn in Vandervell v IRC 17 defined an option as “a contractual right to acquire property on payment of a consideration.” 18 Hence the exercise of the option ought to be governed by contract law since it is a ‘contractual right’. It is obvious that the College was to get its £150.000 not by astraightforward cash payment of that sum by Mr. Vandervell, but by sub-stantial contributions from the public purse. Thereply, from Mr. Vandervell's accountants, was " it will be for Vandervell" Trustees, Ltd. to elect on what trusts they shall hold the shares if the" option be exercised ". 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I.R.C no one suggests that the latter is the intention the. The position would have been had there simply been anoral direction to the Royal College Surgeons. Vain for any authorityupon the point grant ofthe option to purchase room to invoke a presumption of trusts! Objectively I find no difficulty in holding that the onus is upon the principles Vandervell a. The hearing before the SpecialCommissioners took place decisions involving Tony Vandervell was a settlement withinthe meaning of section 415 you. On providing a valid Citation to this case. case has hitherto been based on other my! Shareholderof a very successful engineering company orabout 25th November, 1958, College! The misconception may, however, since the Royal College of Surgeons to found achair pharmacology... Reasons earlier given, I am, like your Lordships ' House, this argument would havebeen untenable.
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