Court of Appeal — Anonymized Summary

Factual and Procedural Background

This appeal concerns the interpretation and effect of section 53(1)(b) of the Law of Property Act 1925 (s.53(1)(b)), which requires that "a declaration of trust respecting any land or any interest therein must be manifested and proved by some writing signed by some person who is able to declare such trust or by his will." The core interpretive questions were whether that required writing may be signed by an agent on behalf of the person able to declare the trust, and, if not, how a company can comply given it generally acts through natural persons.

Company A (the respondent) is a creditor of Company B (the first appellant). Company A obtained an arbitral award against Company B for a large sum. After permission to enforce the award was given by the court, Company A sought to register a charging order over a London property owned by Company B ("the Property"). Within days of permission to enforce being granted, Company B effected a transfer of the Property into the name of Company C (the second appellant, a pension-type fund) (the "Transfer").

Company A issued proceedings under section 423 Insolvency Act 1986 (s.423), alleging the Transfer was a transaction at an undervalue intended to put assets beyond the reach of Company A. Company B and Company C contended that Company C was, under a concept of foreign law and by prior arrangement, the beneficial owner; alternatively, they said that trusts had been declared in Company C's favour on various occasions between 2004 and 2020, and that documents executed in 2019 (the Mortgage and a Certificate of Title, together the "Mortgage Documents") evidenced a trust in favour of Company C.

The trial judge found that (i) Company B had, in 2019, executed Mortgage Documents that amounted to declarations of trust, but (ii) those documents were signed by agents (an attorney-company and individuals) and so did not satisfy s.53(1)(b); accordingly the trust was unenforceable against third-party creditors, Company B remained the beneficial owner at the time of the Transfer, and the Transfer was an undervalue under s.423. Company A obtained an order transferring the Property to Company A.

Permission to appeal was granted on limited grounds: whether s.53(1)(b) permits signature by an agent (Ground 1); whether, alternatively, the Mortgage Documents should be treated as signed by Company B under common law, the Companies Act 2006 s.44, or s.74(4) LPA 1925 (Ground 2); and whether, even if no compliant document existed, the consequence was that Company B and Company C could not rely on the trust for the purposes of the s.423 claim (Ground 3). Company A advanced additional respondent's notice points seeking to uphold the judge's order on other bases raised at trial.

Legal Issues Presented

1. Whether, for the purposes of s.53(1)(b) LPA 1925, a document evidencing a declaration of trust may be "signed" by an agent on behalf of the person who is able to declare the trust (i.e., whether an agent's signature can satisfy the statutory requirement).
2. If an agent's signature is insufficient for a natural person, how does a company satisfy s.53(1)(b) given its corporate acts are performed through human agents (including whether company execution statutes or overseas company regulations render agent signatures effective).
3. What are the consequences of non-compliance with s.53(1)(b): if a declaration of trust has been made but is not evidenced by sufficient writing, does that mean the trust is invalid, unenforceable, or otherwise meaningless for the purposes of a third-party creditor's claim under s.423?

Arguments of the Parties

Appellant (Company B) and Company C — Principal arguments

• At common law a person can "sign" by an agent acting with authority; nothing in s.53(1)(b) should be read to displace that default rule.
• It would be incoherent to allow agents to sign for the creation or disposition of interests in land (s.53(1)(a) and (c)) but preclude agents from signing documents evidencing a declaration of trust (s.53(1)(b)).
• If a natural person must sign personally, a company must be able to comply through an authorised officer or agent; company execution statutes (including Companies Act provisions or Overseas Companies Regulations) or s.74 LPA could render the Mortgage Documents the company's own signature.
• Even if s.53(1)(b) requires writing, the consequence should be limited to enforceability by a beneficiary; a trust validly declared (though not yet evidenced in writing) should still exist such that the Transfer did not transfer beneficial value and therefore was not an undervalue under s.423.

Respondent (Company A) — Principal arguments

• s.53(1)(b) must be read as requiring writing signed by the person able to declare the trust, not by an agent; the omission of any reference to agents in subparagraph (b), contrasted with the explicit references in (a) and (c), signals a deliberate legislative choice.
• Permitting agent signatures would defeat the protective purpose of s.53(1)(b), exposing landowners to the "perils of oral evidence" and fraud.
• Where a company purports to rely on an agent's signature, that should be proved under the overseas company execution regime (Regulation 4), and the appellants did not plead or prove compliance with that regime; it is too late on appeal to raise a new point requiring evidence of foreign company law.
• Even assuming the orthodox view that an unwritten declaration is valid but unenforceable by the beneficiary, the practical consequence is that the trustee (Company B) remained the beneficial owner until writing was produced; the Transfer therefore deprived creditors of assets and was an undervalue under s.423.

Table of Precedents Cited

Precedent	Rule or Principle Cited For	Application by the Court
Hudson v Hathway [2022] EWCA Civ 1648; [2023] KB 345	Considered the sufficiency of an email signature for s.53(1)(a)/(c) and discussed formality and certainty required by s.53 generally.	The judgment was noted by the court and distinguished on factual/statutory points; it did not determine s.53(1)(b) agent-signature issue.
Northwood (Solihull) Ltd v Fearn [2022] EWCA Civ 40; [2022] 1 WLR 1661	A person is treated as having signed a document if it is signed in his name and with his authority (general common law rule).	Cited in support of the common-law rule that signatures via agents can count; the court considered that rule but concluded s.53(1)(b) is different in operation.
London County Council v Agricultural Food Products Ltd [1955] 2 QB 218	Authority for the common-law position that signing in the name and with the authority of a principal is treated as the principal's signature.	Cited as background common-law authority; used to explain the general rule but court held statutory wording must govern.
Tierney v Wood (1854) 19 Beav. 330	Early Statute of Frauds authority on who is "the person enabled by law to declare such trust".	Analysed: court concluded Tierney does not resolve whether an agent's signature suffices for the Statute of Frauds s.7 and thus is not decisive for s.53(1)(b).
Kronheim v Johnson (1877) 7 Ch D 60	Referred to Tierney for proposition that declaration of trust must be by the beneficial owner.	Cited but did not add material support for agent-signature argument; used in textual analysis.
Hilmi Associates Ltd v 20 Pembridge Villas Freehold Ltd [2010] EWCA Civ 314; [2010] 1 WLR 2750 (Hilmi)	Consideration of company signature under a different statutory provision and whether a company "signed" a notice by a director's signature.	Discussed as an analogy on company signatures; court treated Hilmi as addressing different statutory context but useful on company execution issues.
UBAF Ltd v European American Banking [1984] QB 713 (UBAF)	Held that, for s.6 of the Statute of Frauds Amendment Act 1828, a company's written representation signed by a duly authorised agent could be the company's representation.	Examined closely: court observed UBAF reasoning but concluded that company execution law has developed since and that UBAF is not determinative for s.53(1)(b).
Swift v Jewsbury and Goddard (1873-74) LR 9 QB 301	Explained rationale for requiring personal signature in fraud-related statutes: to avoid charging someone with fraud absent their own signature.	Cited in discussion of policy underpinning personal signature requirements and relevance to s.53(1)(b).
Barwick v English Joint Stock Bank LR 2 Ex. 259 (1867)	Development of vicarious liability of corporations for agents' fraudulent acts.	Referenced in UBAF analysis; used to contextualise corporate liability and signature issues historically.
St Ermins Property Co Ltd v Tingay [2002] EWHC 1673 (Ch); [2003] L & TR 6	Interpretation of statutory provisions distinguishing when signature must be personal versus "by or on behalf of".	Used by the court as an example where adjacent statutory wording indicated a deliberate legislative distinction (analogy to s.53 subparagraphs).
Cascades and Quayside Ltd v Cascades Freehold Ltd [2007] EWCA Civ 1555; [2008] L & TR 23	Approved the reasoning in St Ermins as to statutory wording requiring personal signature.	Noted as supporting authority for distinguishing statutory subparagraphs where legislature used different language.
City & Country Properties Ltd v Plowden Investments Ltd [2007] L & TR 225	Considered the scope of company execution rules (s.36A/36 of Companies Act 1985) and their application.	Examined in the context of Hilmi; court treated it as part of the materials demonstrating change in company execution law.
Paul v Constance [1977] 1 WLR 527	Tests for an express declaration of trust from words and conduct (objective test of intention).	Cited as authority for the factual test whether a reasonable observer would conclude a trust was declared; applied to Mortgage Documents facts.
Gissing v Gissing [1971] AC 886	Obiter references to formalities for declarations of trust and whether writing is required for validity.	Examined; court concluded the passages relied on do not displace orthodox view that lack of writing affects evidence/enforceability rather than validity.
Lloyds Bank v Rosset [1991] 1 AC 107	Discussed nature of express and constructive trusts; some obiter references to writing requirement.	Considered in assessing whether obiter passages undermine orthodox approach; court held they did not.
Armitage v Nurse [1998] Ch 241	Millett LJ on the irreducible core of trustee obligations enforceable by beneficiaries.	Court considered the passage but held it was not addressing the evidential consequences of s.53(1)(b).
Ambrose v Ambrose (1716) 1 P. Wms. 321	Early authority on trusts being evidenced by writing produced after a declaration.	Used to show long-standing approach that writing may post-date declaration and still satisfy statute as evidence.
Forster v Hale (1798) 3 Ves 696	Interpreted Statute of Frauds as requiring trusts to be "manifested and proved by writing", not necessarily created in writing.	Cited as historical support for the rule that the statute is evidence-focused.
Rochefoucauld v Boustead [1897] 1 Ch 196	Established that the Statute of Frauds does not prevent proof where denial would be unconscionable (a 3‑party case exception).	Court analysed scope: held Rochefoucauld carves out a 3‑party case exception but does not cover self-declaration cases; used to explain limits on equitable fraud exception.
Gardner v Rowe (1828) 5 Russ. 258	Case where a written deed was later produced showing a prior trust — used to show that later writing can establish a trust as pre-dating other events (e.g., bankruptcy).	Cited as binding precedent that later-produced compliant writing can establish that a trust existed earlier; court distinguished the present facts where such writing was not produced before the Transfer.
Re Northcliffe [1925] Ch 651	Shows that a later instrument can be treated as a declaration establishing trusts over property acquired after an earlier settlement.	Used in discussion of whether a later document can constitute an effective declaration; court considered it supportive of appellants' factual position but not dispositive on s.53 interpretation.
Grey v IRC [1958] Ch 690	Illustrates that instruments can "establish or constitute" trusts even if earlier oral directions lacked legal effect.	Used to support proposition that later writing can constitute the operative declaration of trust.
Re Cozens [1913] Ch 478	Authority on the need for present and irrevocable intention to declare a trust (on its facts).	Discussed; court noted it did not support the stricter timing requirement contended for by Company A.
Grant v Grant (1865) 34 Beav. 623	Held that words showing the donor intends to divest himself of beneficial interest suffice to create an express trust; technical words unnecessary.	Cited as authority for the proposition that words of confirmation can constitute a declaration of trust.
Nab v Nab (1717) 10 Mod 404; Cottington v Fletcher (1740) 2 Atk 155	Examples where admissions or later acknowledgements provided sufficient evidence to satisfy the Statute of Frauds.	Cited to demonstrate that post-declaration evidence (including admissions) can cure absence of prior writing.
El-Husseiny v Invest Bank [2025] UKSC 4; [2025] 2 WLR 320	Recent Supreme Court authority on the scope of "transaction at an undervalue" and related principles.	Used to explain that a transfer will not be caught by s.423 if it had no effect on assets available to creditors; court applied its guidance to assess undervalue question.
Phillips v Brewin Dolphin Bell Lawrie Ltd [2001] 1 WLR 143; Agricultural Mortgage Corp Plc v Woodward [1994] BCC 688; Re MC Bacon Ltd (No.2) [1990] BCLC 324	Authorities on valuation of consideration for undervalue transactions — value is a question of fact and assessed from debtor's perspective at time of transaction.	Cited as governing principles for assessing whether the Transfer was at an undervalue.
Re Schuppan (a bankrupt) (No.2) [1997] 1 BCLC 256; Kubiangha v Ekpenyong [2002] EWHC 1567	Examples where transfers pursuant to valid trusts do not constitute transactions at undervalue because no significant value is transferred.	Cited by Company A to support that a valid and evidenced trust means transfer of legal title to beneficiary is not an undervalue; court contrasted that with the present lack of compliant writing.
Sandhar v Sandhar & Kang Ltd [2008] EWCA Civ 238; Ong v Ping [2017] EWCA Civ 2069	Court of Appeal authorities endorsing the orthodox view that an unwritten declaration can be valid yet unenforceable until evidenced in writing.	Identified as binding on the present court and used to support the orthodox evidential approach; court treated them as part of the reasoning on Ground 3.
HRH Tessy Princess of Luxembourg v HRH Louis Xavier ... [2018] EWFC 77; Fish v Sky Apartments 2018 Ltd [2022] EWHC 763; Morton v Morton [2022] EWHC 163	Recent cases containing passing references to s.53(1)(b) and the question of agent signatures (not decided in those cases).	Noted as being cited by parties; court observed they contain only passing remarks and were not determinative here.
Notting Hill Finance Ltd v Sheikh [2019] EWCA Civ 1337; [2019] 4 WLR 146	Principles governing when appellate courts will permit new points to be taken on appeal.	Applied to explain why issues of foreign law or authority under Regulation 4 not raised at trial should not be allowed belatedly on appeal.
De Bruyne v De Bruyne [2010] EWCA Civ 519; Archibald v Alexander [2020] EWHC 1621 (Ch)	Discussed in relation to equitable unconscionability/constructive trusts and Rochefoucauld principle.	Used to explain the scope of the equitable fraud/unconscionability exception and its limitations in self-declaration cases.
Cardoza v White (1933) 27 P.2d 639	US authority holding that where a trustee voluntarily performed an oral trust, a creditor of the trustor could not challenge the trustee's performance; illustrates US approach.	Cited by appellants for comparative support; court noted the US approach aligns with the view that performance/admission can remove paragraph's mischief, but not binding on English law.

Court's Reasoning and Analysis

The Court's analysis appears in three strands corresponding to the grounds of appeal. The panel comprised three members delivering separate but interlinked reasons: Judge Zacaroli (majority on some points but differing on one central issue), Judge Falk, and Judge Flaux. The court set out statutory text, historical predecessors in the Statute of Frauds, relevant company execution statutes, and the practical consequences and policy behind s.53(1)(b).

Ground 1 — Whether an agent's signature can satisfy s.53(1)(b) for a natural person

• Textual comparison: The court emphasised the contrast within s.53(1): subparagraphs (a) and (c) expressly contemplate signatures by agents (with specified limits); subparagraph (b) does not. The omission was treated as deliberate and significant.
• Historical analysis: The predecessor statutory provisions in the Statute of Frauds (notably s.7) used language referring to "the party" able to declare the trust, and lacked any explicit agent alternative. Historical textbooks and cases indicate the prevailing understanding by 1925 was that an agent's signature did not suffice for the writing required by the Statute of Frauds.
• Statutory purpose and anti‑fraud policy: The court accepted that s.53(1)(b) aims to prevent fraudulent oral claims of trusts over land, and required direct settlor/trustor involvement in the signed written proof. Allowing unwritten or agent-signed writings would undermine that protective function.
• Distinction to general common law rule: While the common law permits signatures given with authority by an agent to count as the principal's signature, the court concluded that where Parliament has legislated specifically (as in s.53(1)(b)), that statute must be construed according to its words and context, not the common-law default.
• Conclusion on Ground 1: Judge Zacaroli and the other members concluded that s.53(1)(b) requires the relevant writing to be signed by the settlor or the person holding the beneficial interest (i.e., personally), not by an agent.

Company (corporate) signatures — application of company execution regimes

• The court analysed the evolution of company execution law (Companies Act provisions, including the 1989 changes and Companies Act 2006 s.44) and the Overseas Companies Regulations (Regulation 4). The upshot was that statutory mechanisms now define when a company is treated as having executed or signed a document.
• Judge Zacaroli concluded these company execution mechanisms meant that a company can satisfy the "signed by some person who is able to declare such trust" requirement by executing documents in the prescribed corporate manner (i.e., not by an agent acting outside those prescribed means), but the specific overseas regulation relied upon by the appellant (Company B) had not been pleaded or proved at trial.
• Therefore, the court held that the Mortgage Documents were not shown to have been signed by Company B itself under the relevant corporate execution rules; they were signed by Company D and individuals as agents.

Ground 2 — Whether the Mortgage Documents were in law Company B's signatures (common law, Companies Act, Regulation 4, s.74(4))

• The appellants argued the signatures should be treated as Company B's either under common law vicarious signature principles, under Companies Act execution provisions, under the Overseas Companies Regulations (Regulation 4), or under s.74(4) LPA 1925.
• The court rejected the common-law argument for natural persons (see Ground 1 analysis) and explained that company execution statutes now prescribe how companies execute documents; thus the simple fact of an agent signing does not automatically make the document the company's signature unless the statutory procedures are satisfied.
• Regulation 4 was not pleaded or argued at trial by Company B, nor was evidence led as to the foreign law necessary to satisfy it; introducing it on appeal would require factual enquiry (e.g., foreign law evidence), and the court declined to permit that new point on appeal absent trial treatment.
• s.74(4) was analysed and the court concluded that even if it applied it would not convert the agent's signature into the company's own signature for s.53(1)(b) purposes; it could render an officer's signature that of an attorney-company but not of the principal company in the fashion required by s.53(1)(b).
• Conclusion on Ground 2: the court held the Mortgage Documents were not shown to have been signed by Company B itself within the statutory corporate execution rules; consequently they did not meet s.53(1)(b).

Ground 3 — Consequences of non-compliance: validity, enforceability and s.423

• Two contrasting positions emerged: (A) the orthodox view that an unwritten (or insufficiently evidenced) declaration of trust can be valid but unenforceable until proved by compliant writing, and (B) Company A's contention that absent the requisite writing the putative trust has no enforceable effect and the trustee remains the beneficial owner (thus the Transfer was an undervalue).
• Judge Zacaroli analysed historical authorities (Rochefoucauld, Gardner, earlier Statute of Frauds cases) and textbooks and concluded the orthodox view prevails: s.53(1)(b) is a rule of evidence rather than a rule of substantive invalidity. Therefore, where a trust has in fact been declared, lack of compliant writing affects only proof/enforceability against a trustee who disputes the trust; it does not change the substantive disposition of beneficial ownership as a matter of law where the trust was genuinely declared.
• Judge Zacaroli emphasised authorities showing that compliant writing can post‑date the declaration and still prove the trust as from the date of declaration. He held that where the trustee admits the trust or provides the requisite writing, the trust will be treated as having existed from its original declaration date and the beneficiary's interest will be recognised.
• On that basis Judge Zacaroli allowed Ground 3 (i.e., he concluded that, despite the Mortgage Documents being signed by agents, there had been a valid declaration of trust by Company B and the Transfer did not constitute an undervalue) and would have set aside the judge's s.423 order.
• However, Judges Falk and Flaux disagreed on Ground 3. They took the view that, where at the date of the Transfer there was no compliant writing and the trustee had not produced or admitted such evidence, the court must treat the trustee as beneficial owner for the purposes of assessing whether a transfer was at an undervalue; accordingly, the Transfer could be impugned under s.423. They emphasised the mandatory wording of s.53(1)(b) and the absence of any textual limit to cases where trustees deny the trust.
• The result was a 2–1 split on Ground 3: Judge Zacaroli differing from Judges Falk and Flaux, who formed the majority on Ground 3.

Holding and Implications

Holding: The Court unanimously dismissed the appeal on Grounds 1 and 2 (i.e., an agent's signature does not satisfy s.53(1)(b) for a natural person and the appellants had not shown the Mortgage Documents were the company's own execution under the statutory company-execution regime). On Ground 3 the court was divided: Judge Zacaroli would have allowed Ground 3 (finding a valid trust nonetheless and that the Transfer was not an undervalue), but Judges Falk and Flaux would dismiss Ground 3. The majority result is that the appeal overall is DISMISSED.

Implications:

• Direct effect on the parties: The judge's order under s.423 (transferring the Property to Company A) stands as the appeal is dismissed by the majority. Company B and Company C remain adversely affected by the order unless they seek further relief (e.g., permission to appeal to a higher court).
• On legal interpretation: The Court confirmed that s.53(1)(b) requires writing signed by the settlor (or the person holding the relevant interest), not merely by an agent on their behalf; company execution statutes provide the route for a company to execute documents itself, but foreign execution arguments relying on overseas company law require proper pleading and evidence.
• On the consequences of non-compliance: The panel was divided. The majority treated s.53(1)(b) as requiring compliant writing to be produced before the trust can be relied upon in a third-party creditor challenge under s.423; a minority view (Judge Zacaroli) endorsed the orthodox evidential approach that an unwritten declaration may be valid and that subsequent compliant writing or admission establishes the trust retrospectively.
• Precedentially: The decision develops (and records a split on) the interplay between formalities for trusts of land and insolvency/asset‑preservation remedies. It emphasises careful pleading and proof where company execution or foreign law is relevant and underlines that evidential gaps can be decisive in third-party creditor challenges.

Additional Notes and Procedural Observations

The court emphasised that novel points on appeal requiring additional factual enquiry (for example, the application of foreign company execution law under Regulation 4) should be raised and tried at first instance. The judgments also reiterate that the statutory scheme and historical context must inform the construction of formalities provisions, and that changing company execution law (Companies Act reforms) is material to how a company may validly "sign" documents.

Standardized Fallbacks (Where Source Text Was Silent)

This summary contains only material expressly set out in the provided opinion. Where the original opinion provided limited or no detail (for example, as to some parties' internal factual evidence or the full content of certain documents), no additional facts or inferences have been added beyond the court's own findings and recitals.

---

Prepared from the anonymized content of the judgment. All individual names and corporate names in the original text have been replaced by consistent placeholders (Company A = respondent creditor; Company B = first appellant; Company C = second appellant; Company D = attorney-company; Company E = solicitor firm; Bank A = mortgage bank). Judicial references are shown as "Judge [Last Name]". No information not contained in the provided opinion has been added.