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I am baffled by Arden LJ (as she then was) at para. 59 in Pennington & Anor v Waine & Ors [2002] EWCA Civ 227.

So, too, in Re Rose, Rose v IRC the Court of Appeal held that the beneficial interest in the shares passed when the share transfers were delivered to the transferee, and that consequently the transferor was a trustee of the legal estate in the shares [emphasis added] from that date.

I quote Evershed MR in Rose, Re [1952] EWCA Civ 4.

On the 30th March, 1943, one Eric Hamilton Rose (since deceased) executed two transfers of shares in a company known as the Leweston Estates Company. That company, as its name implies, was an unlimited corporation.

I am not a lawyer. I have seen Estate in just three contexts. The first is in Real Estate. Second is housing Estate. Third is Free Hold and Lease Hold Estates.

But none these contexts appertain to Re Rose! What the deuce is a "legal estate in the shares" of a corporation? How can you have legal Estate in corporate shares??

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This is a use of the term "estate" to simply mean something like "extent of property interest." It is not a common use, and somewhat archaic, but not unheard of.

The distinction being made is between the equitable interest and the legal interest in the shares.

I have not read the case, but from the excerpt, it seems like Arden LJ was describing a scenario where the beneficial interest in the shares had moved to the transferee, but the legal interest (estate) remained with the transferor, albeit in trust for the transferee/beneficiary.

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  • Thanks, but what does "extent of property interest" mean? Please explain in layman terms, in plain English.
    – user49181
    Commented Mar 25 at 9:00

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