In England, jointly owned property is held in two ways. The legal ownership of the property is held by those who have registered title (or, in respect of unregistered land, can prove title to the land) on trust for the beneficial owners. Legal ownership is always held by co-owners as joint tenants. This means that each owns the whole in indivisible shares, and the doctrine of survivorship applies, so that on the death of each co-owner their share is extinguished and the remaining co-owners take the whole without the interest passing into the Estate of the deceased co-owner. The beneficial ownership, or equitable

You may find the following Practice Notes helpful: • Taking security over shares • Priority between security interests • Enforcing share security It is not possible to have multiple first fixed charges over shares. Assuming all share charges are in the same form and have been perfected appropriately, one of the charges will be first in time and all things being equal would be the ‘first’ fixed charge. The basic principles of priority of security under English law—together with a limited set of exceptions—are explained in the Practice Notes referred to above. That ‘first’

It is not possible to impose a legal deadline on a beneficiary to decide whether to disclaim a gift. The law does not compel a beneficiary to accept a testamentary gift, and they are free to disclaim it at their discretion, provided they have not already accepted any benefit from it. This principle was affirmed in Townson v Tickell, where it was stated that the law will not force a person to take an estate against their will. A disclaimer must occur before the beneficiary accepts any benefit from the gift, and once made, it is generally irrevocable unless certain conditions apply. See: • Overview: Failure of gifts—overview

Our answer to this Q&A assumes that the return is made because the purchaser has changed their mind and not because there have been any performance issues in relation to the contract or the goods are defective. In an off-premises or distant contract B2C See Practice Note: Distance, doorstep and on-premises sales which explains that generally speaking, in a B2C contract, the trader must reimburse all payments made by the consumer, although there are certain exceptions in the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, SI 2013/3134, reg 34, including that if the consumer paid for premium delivery, the trader only has to reimburse the amount the consumer would have paid for standard delivery (CCR 2013, SI 2013/3134, reg 34(3)). Reimbursement must be made without delay and in any event within 14 days of the trader receiving the goods back, or if earlier, the day on which the consumer provides evidence of having sent the goods back. Otherwise, it is within 14 days

Break option exercisable by a third party This is not a scenario that we have previously encountered in practice. The general nature of a tenant’s break clause is that ‘it is a right incident to the lease...and in the ordinary way passes to an assignee and is exercisable by the person in whom the legal estate is vested’ (see Aviva Life & Pensions UK Ltd (Formerly known as Norwich Union Life and Pensions) v Linpac Mouldings Ltd (at para [26])). That case concerned a lease of 99 years. On assignment to the defendant (Linpac) a break option was granted in favour of Linpac. That option was expressed to be personal to Linpac. Linpac later assigned the lease to a third party (X). Following X’s subsequent

This Q&A assumes that: • the call option is an option in favour of the tenant over other land owned by the landlord • the landlord’s title is registered • the option land is registered • the lease is compulsorily registrable at HM Land Registry A call option granted in respect of land gives the option holder a contractual right to acquire a further interest in land. As anticipated by HM Land Registry prescribed clause LR9.1, a lease can contain a contractual right for the tenant to acquire an interest in other land. When granting additional space to an existing tenant (whether pursuant to the exercise of a call option or otherwise), take care to avoid inadvertent surrender and regrant of the tenant’s existing lease. The transaction should not be structured as a variation of the existing lease to include the additional premises. Instead a separate lease of the additional space can be granted. A lease variation

We have assumed that the lease will constitute an assured or assured shorthold tenancy, the restriction on seeking possession is to apply during the fixed term of the tenancy but not afterwards during any tenancy arising after the contractual termination date and that the lender has agreed to be bound by the tenancy and any steps taken by a lender to seek possession would be taken in the position of landlord, not as mortgagee of the tenancy itself. Section 1 of the Housing Act 1988 (HA 1988) provides that a tenancy under which a dwelling house is let

Shareholders in a private company will often wish to control, as far as possible, who becomes a fellow shareholder in the company. This is often particularly important where a shareholder's decision to invest in a company is based upon the individuals involved with it or if a transfer of shares by a particular shareholder could significantly affect the management or control of the company. Therefore, it is usual for the right to transfer shares in such a company to be subject to restrictions. There is a considerable amount of flexibility in terms of the restrictions that may be imposed

Restrictive covenants A restrictive covenant requires the covenantor not to do the thing specified, whether that is building on or using the land for particular purposes. We have found no authority on whether this could include not to object to the use of land in a certain way. Covenants restricting the use of land imposed by a seller include covenants imposed for the seller’s own benefit. For restrictive covenants affecting registered land, a notice must be entered in the charges register of the burdened land. Where there is no entry on the register, subsequent registered proprietors will take free of the covenants. For more information on restrictive covenants, see: Restrictive covenants—overview and specifically: • Practice Note: Restrictive covenants—nature and characteristics • Restrictive covenants: general: Encyclopaedia of Forms and Precedents [66], and • Nature of restrictive covenants relating to freehold property: Atkin's Court Forms [2] Nuisance A covenant that restricts

This question raises the issue of what happens when a lease is granted of land which is already subject to another lease. Inevitably, the fact that B already enjoys rights pursuant to a lease over land held by A affects the extent to which rights can be granted to C. As B has a right of exclusive possession over certain land, A is not able to grant that right to take effect at the same time over the same land to a third party. It is helpful at the outset to consider the terminology. There is a difference between a reversionary lease and a lease of the reversion. The former is a lease of land by which the right to possession is postponed to a date in the future. Although this does not offend the rule against perpetuities (as it vests in interest immediately, it is simply the right to possession which is postponed), the parties to such a lease have to be mindful of section 149(3) of the Law

An individual may by Will grant an option, or right, to purchase shares which they own at the date of death. As explained in Talbot v Talbot on exercise of that right, the beneficiary enters into a contract

STOP PRESS: From 6 April 2017, the Insolvency Rules 1986, SI 1986/1925 were revoked and replaced by the Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024. The content in this Q&A may have been affected by this change. Personal insolvency In relation to personal insolvency please see: Statutory demands for restructuring and insolvency professionals—overview, which includes sections on the form, content and service of statutory demands. A statutory demand in personal insolvency must be in one of the prescribed forms under section 268(1)(a) of the Insolvency Act 1986 (IA 1986). Rule 6.1 of the Insolvency Rules 1986 (IR 1986), SI 1986/1925 states that a statutory demand made under IA 1986, s 268 must be