Remuneration-trust deed validly split title, High Court holds

A company that assigns the whole of its beneficial interest in land to a trustee while keeping the legal title effects an immediate split of ownershipNationalarchives: the trustee becomes the beneficial ownerNationalarchives and the company holds the legal title as nominee. The High Court so held in Beaufort Hall Residential Home Ltd v Belize Offshore Services Ltd, handed down on 28 October 2026Nationalarchives, rejecting the argument that a 14 October 2014 deed of assignment of the beneficial interest in 16 Eastbrook Avenue, Edmonton, was a failed transfer of the freehold that equity could not perfectNationalarchives.

Construction came before rescue. Because the deed, read objectively alongside same-day resolutions confirming the trustee as sole beneficial owner, assigned only the beneficial interestNationalarchives and never purported to transfer the legal titleNationalarchives, there was no imperfect gift of the freeholdNationalarchives. The rule in Milroy v Lord, that equity will not perfect a failed gift by re-construing it as a declaration of trust, was therefore not engagedNationalarchives. An assignment of a beneficial interest can have the same practical effect as a declaration of trust where the settlor's intention to part with beneficial ownership is clearly evincedNationalarchives; no particular form of words, and not even the word trust, is required. Provisions such as the duty to do all things necessary to perfect the assignment, the assignment being free of liens and charges, and the trustee's undertaking to hold the property for the scheme did not point the other way.

The discretionary trusts of the Minerva Corporate Capital Trust Plan, a remuneration-trust scheme, were not void for uncertainty of objectsNationalarchives. The beneficiary class turns on a Provider definition requiring employment in the trade of lending money plus provision of, or substantive involvement in the provision of, financeNationalarchives, construed by reference to employment in a particular trade or profession under section 86(1) of the Inheritance Tax Act 1984. Applying the McPhail v Doulton test, whether any given individual is or is not in the class, the court held involvement denotes an objective commercial activity requiring substantive participationNationalarchives. Peripheral assistance after a deal is structured falls outside; borderline cases are evidential questions for directions, not conceptual uncertainty. The phrase provision of finance, in the trade of lending money, denotes funding and is likewise certain.

Had the discretionary trusts been void, the ultimate default gift of any undisposed of fund to WWF-UK would have failed with them, leaving a resulting trust for the company: undisposed of does not cover property never validly disposed of at all. The tax question itself remains for the First-tier TribunalNationalarchives, where the company's appeal against HMRC's assessment, computed on a £2.5 million valuation with a £1,374,859 gain, is stayedNationalarchives: whether relief was available on the disposal under section 239 of the Taxation of Chargeable Gains Act 1992Nationalarchives, concerned with a disposal by a close company to trustees of an employee trust complying with sections 13 and 86 of the Inheritance Tax Act 1984, which would provide for a no gain/no loss treatment.

Legal basis: [2026] EWHC 2703 (BP), construing the deed and trust instrument; Taxation of Chargeable Gains Act 1992 s.239; Inheritance Tax Act 1984 ss.13, 86.