Equity, Trusts and Commerce

Description

This collection of essays, written by leading commentators from across the common law world, examines a range of topics concerning Equity and Trusts in the commercial context. The essays investigate the way in which doctrines derived from the equitable jurisdiction interact with and shape various areas of the law, including company law, commercial law and agency law. Subjects considered include the difficulties in identifying trust assets in the commercial context; the court’s role in supervising the trust; and the remedies available in cases of fiduciary or trustee wrongdoing. This book will be of interest to both academics and practitioners working in these difficult areas of equity and commercial law. Volume 24 in the series Hart Studies in Private Law Preface Contents List of Contributors 1 Equity, Shareholders and Company Law I. Introduction II. Statutory Remedies: Just and Equitable Winding Up and Unfair Prejudice III. Altering the Corporate Constitution IV. Constraining Shareholder Action beyond Alterations of the Corporate Constitution V. Conclusion 2 Some Aspects of the Intersection of the Law of Agency with the Law of Trusts I. Introduction II. Three Models of Decision-Making Amongst Groups III. Trustees: Their Contracts and Dispositions IV. Modern Case Law, Much of it Problematic V. Importation of Trusts into Agency Relationships: Two Issues 3 Equity in the Marketplace: Reviewing the Use of Unconscionability to Restrain Calls on Performance Bonds I. Introduction II. Unconscionability as a Ground for Relief: Rationale, Doctrinal Underpinnings and Standard of Proof III. Negative Academic Reactions to Unconscionability and the Singapore Court of Appeal"s Response IV. Contracting Out of Unconscionability: Choosing Foreign Law and Excluding Unconscionability V. Analysis of the Survey of the Cases VI. Survey of Construction Law Practitioners Based in Singapore VII. Conclusion Appendix A Appendix B 4 Certainty, Identification and Intention in Personal Property Law I. Introduction II. Future Property III. Portions and Quantities: Legal Interests IV. Portions and Quantities: Trust Interests V. Portions and Quantities: Charges VI. Estoppel and Property VII. Summary 5 Floating Trusts I. The Problem II. How Do Intermediated Securities Work? III. What Was RASCALS Intended to Do? IV. Was there Certainty of Subject Matter? V. What Needs to be Intended? VI. Conclusion 6 "Sort of" Backwards Tracing I. Introduction II. Authority on Backwards Tracing Prior to Brazil III. "Composite Transactions" and Bona Fide Purchase IV. Backwards Tracing and Subrogation V. Conclusion 7 Invoking the Administrative Jurisdiction: The Enforcement of Modern Trust Structures I. Introduction II. History III. The Enforcement of Trusts: Basic Principles of Enduring Significance IV. Claims for Breach of Trust: Claims by Fixed Beneficiaries and by Objects of Dispositive Fiduciary Powers V. Claims for Breach of Trust: Claims by Objects of Personal, Non-Fiduciary Powers VI. Claims for Breach of Trust: Claims by Protectors VII. Practical Implications VIII. Theoretical Implications IX. Conclusion 8 Trusts, Objectivity and Rectification I. Introduction II. Objectivity in Trusts II. Rectification III. Conclusion 9 The Arbitrability of Trust Instruments: Why Not? I. Introduction II. Advantages of Arbitrating Trust Disputes III. Arbitrability IV. Enforceability V. Arbitration in a Jurisdiction with Existing Legislation VI. Conclusion Annex 10 Bribery I. Introduction II. The Nature of Bribery III. Remedies Against the Recipient of the Bribe IV. Remedies Available Against the Briber V. Combining Remedies VI. Conclusion 11 Accessory Disloyalty: Comparative Perspectives on Substantial Assistance to Fiduciary Breach I. Introduction II. United States: Basic Doctrine III. The United Kingdom IV. Investment Bankers as Accessories V. Conclusion 12 Equitable Liability of Corporate Accessories I. Introduction II. Two Models of Corporate Liability III. Differences between the Two Models IV. Conclusion 13 The Nature of "Knowing Receipt" I. Introduction II. Two Possible Distractions III. The Specific Claim IV. The Personal Claim V. Understanding the Liability VI. Conclusion 14 Exposing Third-Party Liability in Equity: Lessons from the Limitation Rules I. Introduction II. The Supreme Court Analysis in Williams III. Distinguishing between Types of Constructive Trustee IV. Language and Logic V. Applying this Language to Limitation VI. Dishonest Assistants Are Fiduciaries VII. Knowing Recipients Are Both Trustees (on Receipt) and Fiduciaries (on Acquiring Knowledge) VIII. Innocent Donees Are Trustees But Not Fiduciaries IX. Limitation and Fiduciary Disgorgement X. Parallels between the Equitable and Common Law Limitation Rules for Property XI. Exposing Third-Party Liability in Equity XII. Conclusion Index