How does overreaching work, in the absence of an exchange product?

Question

I understand how overreaching works in sale of trust property — when a purchaser OVERREACHES the beneficiary's equitable (proprietary???) interests to obtain "title to the land unencumbered by the interest." (Nield, Land Law Text Cases Material 2021 5 edn, p 621).

1. But I don't grok the last sentences below in Virgo, The Principles of Equity & Trusts 2020 4th Edn, p 48. What exactly does "trustee lawfully distributes trust property to beneficiaries of the trust" mean?

2. "no exchange product" means a mighty difference, correct? Because unlike in sales of trust property, now "the remaining beneficiaries have an equitable proprietary interest"!

The effect of the overreaching doctrine is that the third party acquires the property absolutely and does not hold it on trust for the beneficiary, since the beneficiary no longer has an equitable interest in the property. The overreaching doctrine is not confined to sale of trust property; it will also apply where the trustee lawfully distributes trust property to beneficiaries of the trust. Those beneficiaries will receive the property absolutely and, since there is no exchange product, there will be no replacement property in which the remaining beneficiaries have an equitable proprietary interest [emphasis mine].

3. How can I visualize these last sentences that I embolded? How can I modify this picture to befit these last sentences?

Answer 1

Caviat: I am not a lawyer; I am not your lawyer, barrister, solicitor, etc. I've never even been to Britain.

A quick google search suggests that your stated understanding of "overreaching works in sale of trust property" is incorrect (which may be a stumbling block). It appears that what is "over reached" is an occupier's (e.g. a tenant) overriding interest. Also to explain in the context of overriding interest:

1. Normally, when one purchases land "unencumbered", one has all the property rights associated with that land.
2. It is possible to distribute interests in the land to other parties (e.g. tenancy, or granting a right to use a portion of a stream on a given property for fishing).
3. It is possible to register such interests in the Land Registry; if such interests are not registered, they "die with the grantor" or at least with their interest.
4. There are certain interests that do not need to be registered with parcel in the Land Registry. These are the "overriding" interests, that "override" the rule that interests need to be registered to survive transference.
5. The overreaching doctrine allows distributions or sales from trusts to "overreach" certain overriding interests into the real property. The overreaching doctrine therefore is a means of "quieting" a title to real property.

With that in mind:

1. "trustee lawfully distributes trust property to beneficiaries of the trust"

Imagine scenario #1, a trust exclusively of money. The trustee divides the money appropriately, and gives (distributes) it to the beneficiaries. Straightforward.

Now, imagine scenario #2, a trust exclusively of property (clothes, jewelry, automobiles, other goods and yes, real estate). It is quite possibly for a trustee to sell such goods on the open market, and distribute the proceeds to the beneficiaries of the trust. Likewise, scenario #3, in which the trust contains property (it need not be of exclusive composition). It is possible, rather than to sell property and distribute money, to distribute other property directly to beneficiaries, e.g. one's parents die, and one inherits their house (generally that would be through a will not a trust, but the two instruments are similar).

Thus, "The overreaching doctrine is not confined to sale of trust property; it will also apply where the trustee lawfully distributes trust property to beneficiaries of the trust." can be read as "regardless of whether the trustee sells the property to a third party, or distributes it to the beneficiary, the overreaching doctrine applies".

2. Those beneficiaries will receive the property absolutely and, since there is no exchange product, there will be no replacement property in which the remaining beneficiaries have an equitable proprietary interest [emphasis mine].

Imagine a scenario where a trust grants 3 beneficiaries (let's call them Alice, Bob and Charlie) equal stakes in say, a house. One beneficiary wishes to own the house outright ( Alice), and so a fair price for the house is determined (3 pounds, or 3 million pounds) and the first beneficiary pays it to the trust, as in scenario#2 above. However, generally what what happens is that the first beneficiary would only actually pay only a fraction of the price, divided proportionally among the other ("remaining") beneficiaries. E.g. the house is determined to be valued at 3/3million pounds, so Alice pays 2/2million pounds to be split between Bob and Charlie. The money is the "replacement property".

My reading of the bolded section is that it is clarifying that in the case where the real property is distributed, rather than sold. E.g. Imagine a trust with a 1 million pound house, and 2 million pounds in "cash" money; the trust could distribute the house to Alice, and a million pounds each to Bob and Charlie.

#3. For the picture, I will leave that to those with artistic or graphical skills.

Answer 2

Not sure about your diagram, but here's an example of Virgo is talking about.

Say a trustee holds an area of pasture land on trust for A and B in equal shares. The Trust deed allows the trustee to split the land and convey one half to A and one half to B. If the trustee does this then the overreaching doctrine will mean that A is the absolute beneficial owner of one piece of land and B is the beneficial owner of the other piece of land.