» ASSIGNMENTS I ee | Introduction = 130 Assignment of legal property ~ 131 Assignment of equitable property 138 Statutory assignment 139 Summary 143, What's online? 145 1290.1) G3] [9.4] 180 PART C: EQUITY, CONTRACT AND PROPERTY Introduction In chapter § we stw that equity recognises as property certain assets not sec i aio se common law, such as the beneficiary's interest in a trust, We also saw that pro ly Penty inne spect Of this is equity's i Mere, Aiud san be created more informally in equity than at kaw, One Y assignments of prope Assignments tre transfers of property either for consideration or as gifts, ‘The , ue hether propery has been efetively assigned is of considerable commercial signify 's not always an easy question fo answer, The law of assignments stands at the interseege’ common law, equity and statute, The common kw developed basic rules for the propery transfer of ; Where the common law would not, Many assignments are als effected by statute. So when we cong’ whether an g from ay quiity acts as a ‘gloss and recognises assignments in various cases ignment has been effective we need to be able to apply law three soure A transfer or ass yment of property ‘alue, oF by gift. Common law assumes that people do not part with their wealth lightly g accidently treats assignments of property formally, in the sense that it does not recognise tka «transfer of wealth, whether iti in exchange fy a transfer has occurred unless and until all formal requirements have been met. There are several differences in equity's approach to property assignments, First, equity may regard a transfer of property as complete in equity even though the law would regard the transfer as incomplete. Secondly, equity may regard a transfer as effective even though the Property is not transmissible at common law. Finally, equity adopts a wider definition of Property for the purpose of recognising and enforcing the transfer of property. The guiding Principle behind these different approaches to assignment is that equity steps in when the conscience ought to be bound by the assignment? "s approach to assignment should not, however, be seen as so informal as to be discretionary, Principles governing when equity will (or will not) recognise an assignment have been developed and consistently applied. Equity’s relative lack of formality has Played an important role in economic development. Equity has been able to respond more quickly to new forms of property and wealth, and recognise assignments of such property, where the common law lagged behind. But there are costs associated with this system. First, lack of formality can also equate to a lack of certainty. Secondly, the interaction of multiple sets of rules (common law, equity and statute) may be criticised for excessive complexity. Property terminology The assignment rul of categorising property interests, 1 For example, the use of assignments of propery See P Rajapakse, R Copp and J Gardner, ‘Assessm and Trustee-insurer we (1.15). See [8.5] vings- interests as securitisation for major borrow ¢ nent of Insolvency Issues for the Mortgage Aes m Programs’ (2008) 34 Monash University Law Review 370-r- Chapter 9: Equitable assignments 131 cavatistinction dhnwn by the common law was betw etic yhoo! eee n land! (real property) and sgoonts (personal property), As conimere became more complex other distinctions yas the distinction between tangible and in swe ' ; ible property, or choses in aunt choses in action, Lingible property is property that has a physical presence, ea tneanle property ks phys presence, although I often has value Ms an asset t0 Hts owener, Company’ shy soso a and nex ple, ‘Chose’ is a French word n be physically held (.e., is tangible), cannot be possessed (.c., is intan- ample is a contractual debt, a right which Sse sa vO ihe WUNiDOLORY ' y,arean only be cnforved by legal action, An ex {chose ity possession is et thing which ca schose inv action’ indicates that the gle gust BOE Anothe poopy thatthe cornmon genancies, chattel ay iva right recognised in a court exer safonvet in- court the debtor fails to pay. sedlstinction ts between legal and equitable property, Legal property is all forms of Ww recognises, including kind, interests in and over land such as ancl legal choses in action such as debis and company shares. Equitable ng equitable jurisdiction prior to the judicature ys unknown to the common law. Examples nterest itt partnership. All equitable rights are intangible. All forms of ple choses in action“ as rights can only be enforced prope’ forts, acl icludle the beneficiary's interest in wh suanyst and the partner able property are therefore equi exit by action. Property tights can obviously | into more than one of the categories mentioned above: Assignment of legal property overtime the common lay developed methods of transfer for different kinds of legal propery: these methoxls were common sense responses to the type of property in question, and the relay nce of that property. For example: importa + Ownership of bank notes generally passes with possession.> + Title to chattels (in the absence of statutory input®) passes either by deed, or by delivery with the intention to confer ownership.” © Company shares sold off-market require « transfer form signed by the transferee and transferor to be registered in the company books, inaction could not originally be assigned at law. This can now be done by + Legal cho: statutory methods, which are described at (9.301. ys required strict compliance with formalities, reflecting ‘Transfer of title to land has alway the historical importance of and. Transfer methods depend on the relevant land- holding system. Gommissioner of Stamp Duties (Qld) v Livingston (1965) AC 694, Mich v The Queen (987) 162 CLA HO. Statutory input is extensive, For example, the tn 4 Rakblted by state ‘Thomas v the Times Book Co Ltd (1966) 1 WLR 911. Corporations set 2001 (Cth) Part 7.11. nd certain livestock is nsfer of motor cars, boats (9.5)(9.6) (9.7) 19.8) 182 PART ©: FQUITY, CONTACT AND PROPERTY () The transfer of general haw land originally selled ona striet *YateOn oy ene : 0, Une wy te,” mu M4, ation Chain of tille, This was succeeded by a dh cL by deed under seal in most Australian $1 iu €)) Most land in Austialia is held in at second jand-holding MAH, the vepistaion system, This requires that the details of sale of band ye sr of tlle, ‘ten, "Fistereq Only registnation completes a legal tans Assignment methods are now frequently specified by statute, Some transfer ie Meg, Fequine numerous steps for completion of the tansfer, as in the case of Torrens System 1. bang Ths system requites an instrament of tansfer in the proper form, signed by both tee HANSFerey ' ‘DL mus 8 this process can be ¢ by electronic lodgement, Once lodged, «governmental registry registers the 4 Passes fo the transferee on registration, and failure at any step along the way invg transfer at law n title t0 any kind of lexal propeny is being considered; unless every required step is completed the law Will nop regard the transfer as effective, unl transferor, Stamp duty must he pal on this instrument, and then the instrume lodged for registration, together with the title decd, Now: Alidates the same formal approach to assignments is evident whenever leg; Equity and legally ineffective assignments Even though an assignment of leg transf Property is legally ineffective, equity may regard the as complete and make orders giving effect to regards the assignor's conscience as bound by the tt consider fi This depends on whether equiy ‘action, hhere are two situations to given consideration; and secondly, where the transac. 1, Where the assignee hi tion is a gift The relevance of consideration A critical issue in equity's attitude to the purported assignment is whether con: has been given by the assignee, Common law regal the re reason for assigning property, Nevertheless, unless all eelevant steps to complete the ta Jaw are taken, the common law would not regard the transfer as complete. Equity assis assignee who has given consideration in such cases, Assuming that the asset can be assigned (discussed below), consideration is equity's cue to attempt to do whatever may be requied psaction, so long as the contract can be specifically performed." Equity wgts leration for it 1 of consideration enforce the tr Conneyancing Act 1919 (NSN) » 2515, Property Law: » 28; Conweyaneing and Law of Propwrty det M84 ( Queensland and the Nonthetn entory, xl can be conveyed by deed or mere writing: 2” Act 1974 (QA) » 10, Law of Property Act (NT) 49, 10 Transfer of Land Act 1958 (Vhe) 99 40-<14N, See also Lema Tes Act 1925(AC (NSW) Lat Tle Act (NT) Land Tile Act 1994 (Qld); Real Property Act 1886 (SA, tard TH! 1980 (as), Transfer of Land Act 1894 WA), “ 11 brestoearv Wall A971) 126 C1 376, 385-6 Charwick Cp, 12 See chapter 5. 936480) Act 1958 (Vie) » 52; Law of Property act 19368 1159 (WAY 38.10 as) 8.605 Property Law Act sseoewina st Me 9 : mperty Act > Re Propertyvy Chaptor ‘quitable assignmonts 133 ‘ors conscience as hound’ by the rece IDE OF eBralee pt of consideration, ‘This is the converse of the reas equity Will not assist a volunteer, vm of consideration also attracts equity's interver ion where the property assigned is ee sgards the asignor’s conscience as ve consideration. Once the future jy the consideration, oe the future property comes into the hands of the assignor, which ought to be done and will insist the can be specifically performed,'# rece" roperty’ This is discussed below, Again, equity pound y will deem done the fer, so long ats the contra signor complete the quit tains Gifts Inthe absence of con ideration, equity regards the donor's conscience as bound when the (9.91 ilonor has clone all that she alone must do (0 make the assignment effective, This is the rule (ae iifrey v Lord," as refined for Australian purposes by statute and the High Court decis jon in Gorin v Patton. In Milroy v Lord an uncle attempted to assign shares to a trustee to hold on behalf of his niece, He executed a cleed assigning the shares to the intended trustee and gave the intended irusice the share certificates. However, this was not the method required to legally assign shares, At law the shares were not transferred until the assignment was recorded in the company books, following receipt of a transfer executed by both the assignee and assignor failure to comply with the relevant procedure was not discovered until after the uncle's death. niece get the benefit of the shares, but had the uncle done estate) would be regarded as ‘The uncle had clearly intended b (, in equity, his conscience (and therefore enough so th bound by the gift? twas held that he had not done enough. The test was said to be whether the a done ‘everything which, according to the nature of the property comprised in the settlement in order to transfer the propery and render the settlement binding J not armed his signor had xiry to be done had taken no steps to sign the relevant transfer, and he had went with sufficient authority to sign it without further reference to him. “The phrase ‘everything which ... was necessary to be done in order to transfer the propery and render the settlement binding on him’ begs a question. By whom must these steps be taken? Has the assignor done al that is necessary when he has taken ll the steps that he alone mus take to transfer the property, even if that leaves some outstanding step which the assignee orsome thitd party will have to perform, or does the term mean ‘all that can poss bly be done to transfer the property? ‘The difference can be illustrated by reference to Re Rose, Rose v IRC."7 Here, a husband He executed all the necessary forms and forwarded them to the ‘eventually registered. The husband died soon afterwards, and the d been entitled to the shares on a certain was nec on him’.® The uncle assigned shares to his wife. company. The transfer wa question arose as to which of the husband or wife ha ns of the Personal Property irered in some cases by the prov 13° This aspect of the law has been Securities Act 2009 (Cth). 14 (1862) 4 De GE & J 264, 45 ER 1185; Sourcebook 9:23, P 183. 9.2b, p 184. 15 (1990) 169 sourcebook | ) 169 cn 54, Sourcebook 920.7 IPH a 1195, 1189 1b Miioy v Lord (1962) 4 De G F&) 1952] ch 449.ROPERTY | 194 PART c: EQUITY, CONTRACT AND PI his cleath, (Taxation on the shares would have heen date sone ms prot his cathe ite the wg Payaby "Y the ea nsfer form pany, at estat ad not YL CUE, thee yy Ba been ors othe copa Dn ee husband rads " the as p s taken by the company secretary), the had to do (as the remaining steps were (0 be pe pany YAN the gi : ns ' putifthe soul be the owner of the shares in equity. Buri the cet meet ma ie to transfer the property’, the wife would not be the owner in equity company secu jo transfer the property’ the wife husband's estate ifhe hae been entitles Lord meant ‘all that had to be done meant ‘all that can possily tered the transfer, . Sea (9.10) f al eae States bar Queensland Cwhere legislation adopted i ie interpretation, resolved in Corin» Patton.”” A dying woman attempted to assign her in Land, Hell as joint tenant with her husband, to her brother on trust. She was to hei beneficiary of the trust, and she would then leave her beneficial interest to her children iq ‘will, The aim was to ensure that her husband would not be entitled to the whole of the land as uriving joint tenant, She executed all the necessary transfer documents. However, the ny ‘was mongaged, and the woman died without making arrangements for the production of title deed by the mortgagee” to allow registration of the transfer to occur, The High Court held by majority that she had not done all that she alone had to doo alloy the assignment to be recognised in equity. Three members of the court considered the meaning of the test in Milroy v Lord, In a joint judgment, Mason CJ and McHugh J held tha equity regarded the assignment as complete when the donor had taken all the steps that she alone had to take to ensure the effectiveness of the transaction. As long as the donee could complete any remaining steps without the assistance of the court, equity would regard the transfer as binding”? This would have required the woman to have executed all necessary transfer forms and arranged for the production of the title for registration, or at least armed het brother with authority to request production of the title deed from the mortgagee. Her brother Would then have been able to take any other steps necessary for registration himself Deane J adopted a more complex explanation of the meaning of the rule in Milroy v Lon. His Honour held that, in addition to showing that the donor has taken all steps that she alone ‘must take to ensure the assignment, she also had to put the gift ‘beyond the recall intervention of the donor. Mrs Patton had not put the transaction beyond her recall as she had not arranged for production of the title document. When the donor has done all that she alone must doto enable the donor o perfect the assignment, usually the gift will coincidently be beyond the donor's recall, But on the facts ofthis case it could be argued that anothet objection to the ass that, even if the assigament had beet ena Put the property beyond recall, ifthe assignment 10th “ton would have become the only person beneficially entiled © this question w interes, signment structure employed was ssful, Mrs Patton would not have trustee was effective, Mrs Pa 18 The husband would hold the shares on tnt forthe 19 Property ttn det 197A CON ge OF EF the we until registration was complete. 20 1990) 169 CLR 540, 21 In some juriscictions i subsequent dealings: s Assignee can ins 2, for example Masts MOMBAREE produce the tie for registration OF cecision of Anning v Anning (19 endorsed the view of 23 Ibid 582. 18 (1907) 4 CLR 1049,Chapter 9: ‘quitable assignmonts 136 ihe ust property: She could then have called for the property to be transferred to her under jhe rte in Stnnders ¢ Varuier®® As she could so simply reclaim the land, then according 0 Deane J, she would not have put the gift of the land ‘beyond her recall’ 26 since Corin P Patton, brow support for the position that equity will recognise nent of lege! property ts binding on the assignor when the assignor has taken all steps that she ca take bas emerged. ‘This has the advantage of certainty. 1 1s usually possible to we assignment of all types of legal property and identify the point at which the in assiggn- alone considter th sosignor will have met those requirements. However, sometimes there can be factual doubts concerning whether the donee has yet been phiced in st position where he can complete the gift to him without assistance. This kind of problem can arise where there is doubt about the extent ofthe authority given to a clonor’s wgent to complete & transact n.”” In Marchesi v Apostolou® one solicitor acted for both the nansferorand the transferee in an attempted gift of land to a trustee. ‘Transfer documents were executed but_no other steps were taken, Never having been registered, the transfer was incomplete at law. It was later argued that the transfer was nevertheless complete at equity. twas argued that the transfer was complete in equity once the solicitor held the executed documents on behalf of the transferee; thereafter, the transferee could have completed the ignment itself. Jessup J held that, where a solicitor acted for both parties in the transaction, the solicitor would not hold the transfer documents on behalf of the transferee until he had the transferor’s authority to treat them as the property of the transferee. On the facts the solicitor did not have such authority; the transferor had intended to pay stamp duty on the transaction himself and it could not be inferred that the transfer documents were the property of the transferee until stamping had occurred. The solicitor had always held the transfer documents the tansferor's agent only. In Stone v Registrar of Titles,?? the possibility that instructions could be revoked led to the gift in that case being held to be incomplete. 39 Mr Stone was joint registered proprietor of land with his third wife. Mr Stone was terminally ill, He executed a transfer of land form in respect of interest in the property in favour of his children from his first marriage and delivered it to solicitors acting for his daughter, Mr Stone did not have possession of the certificate of title, \hich was held by the solicitors acting for his wife, who opposed the transfer. The transferor lociged a request for new copy of the duplicate certificate of ttle and requested his wife to produce the duplicate certificate, She did not produce it. Simmonds J held that the gift was not complete in equity as the direction to produce the certificate could be revoked and the centficate had not been produced before Mr Stone died. In summary, the law in Australia is clear, Equity regards the transfer as complete where she alone must do to perfect the assignment. The transferee must be any outstanding steps for legal assignment without the assistance the transferor has con 4 position to complete 25 (141) 4 Beav 115; 49 ER 282, See [13.3 26 Corin v Patton (1990) 169 CLR 540, 583 27 This was. problem in Ady v Lord itself. was held the uncle's atormey dl not have sufficient authorisation to allow im to complete the tsinsaction without futher reference to the uncle, 28 [2007] FCA 986. 29 [2012] WASC 21 30 See also Costin » Costin (1997) 7 BPR 15,167 where the transferor changed! his mind before a direction to his solletors to produce the certificate of tle hal been aeted upon, The git was not complete, (9.111 (9.12) 19.13](9.14) (9.15) (9.16) (9.17) {9.18} PERTY 136 PART C: EQUITY, CONTRACT AND PRO! ss delivery of any neces is requit of the transferor or the court, This reqt transferee in that capacity Non-assignable rights : ¢ transa Some assets or rights cannot he assigned at law oF equity. Ifthe transa Some ai rrr—s i attempted assignment of one of thes Paalgnmel A ee ce cali menor tate that are una, ‘quity generally takes a rol : imitations. ‘The bene gy, able at common lay." There are, however, some limitations. The benefit of ee." 7 Mats og inate assigned because the identity of the person for whom ey 1 Se Ay matter to the person who has to perform it. Further, Publ pa dictates that most assignments of bare rights of action are void — the assignee hess genuine commercial interest in the litigation.” The reason for the policy is said to be ‘Proce, tral sin: the law disapproves oft because i thinks iti a misuse ofthe legal procegs People muscle in on lawsuits that are none of their business’ contractual rights cannot be assigned.” Non-assignabilty often arises by statute. Statutes may expressly or impliedly make aM assy ignable. In Re Bruynius® legislation expressly forbade assignment of Superannuation Pensions. In contrast, the statute in Tasmanian Seafoods Pty Ltd v MacQueen*® implicaly ‘estricted assignments of abalone diving licences. It provided that licences were for Personal diving and had to be surrendered when the diver ceased to be a Commercial diver, thys indicating the li Personal service ¢ to be performed 1 °° Contracts can also, stipulate tha un; ences were unassignable. Nevertheless, equity does not completely quarantine not ‘contractual right can, by the benefit of a contract signable benefits. A holder ofg selFdeclaration, hold that right on trust for another. $o, for example, of personal service can be held by the contracting party on trust fers beneficiary.” In this way equity recognises a limited form of interest in the beneficiary even though neither the common law nor equity would allow the contractucl right to be assigned directly to the beneficiary. Some rights cannot be assigned or form the subject-matter of a trust by self-declaration’’ because they are in no sense property. Instead, they are mere expectancies. Although the would-be a there is no assignable right, For example, an 31 Par choses in action, such as pan of a debr, are ‘unassignable at common law. 32 Trendtex Trading Corporation v Credit Suisce [1982] AC 679, considered in Equuscorp Pty Ltd v Haxion BOIRL HCA 7; 2012) 246 CLR 498; Sourcebook 9 5b, P 197. The meaning of ‘genuine commercial Snot setled in Australia, The case law is dicrssed ip EWC Paymomus Pry Lid v Gommonwei Bante of Australia [2014] VSc 207, 33 paca retenborn, ‘Assignment of Rights to Compensation” [20071 Lloyd's Maritime and Comment Law Quarterly 392, 403, OW Mayes 34 Linden Gardens Trust ld v Lenesta Sludge Disposals Lay s, 3511995} 1 Qd R 492, {99811 AC 85, 108, 36 (2005) 15 Ras R 1. a 37 Don King Productions ne v Warren {2000} ch 291 on care Ld Tonnes 9: St Vincent cle Pau Society Qld v Ozc 38 See chapter 13, 39 (2008) 238 CIR 366,; | Chapter 9: Equitable assignments 137 | he proposition asserted by Lonls Keid and Wilherforce in Gartade «Inland Rerenue Commissioners was that the object OF bate power of appointment cut of assets has 90 proprietary fnterest in those assets, but only a mere expectancy or hope that ene day the Jpver will be exercised in tat objets favour, tn that case it was asserted in an estate neat It has been asserted power of appoin yy ti ent cannot assign the ‘rights! the object has.” Wy coments .... The object of a Future property property cal not be assigned at common law because the assignor has no title to assign. rurure property cannot be effectively assigned without consideration in equity. Thus the [ence of consideration renders an assignment of future propery entirely ineffectual property can be ‘future’ in two senses. The property may presently exist, but not yet be owned by the would-be assignor, for example, shares owned by A, that B is expecting A to transfer to B on B's next birthday. The shares are future’ to B; although they exist, B does not own them. Or property may not yet be in existence. An example of property not yet in existence ssafforded by a broodmare in foal. The unborn foal is property that is not yet in existence. It can be difficult to determine whether property presently exists or is ‘future’. Most problems arise over what can generally be called ‘income cases’. Here it is crucial to determine whether the assignor is attempting to assign the income not yet eared only, which is future puture property, or the underlying property that gives rse to the income, which is presently existing property. Many forms of property produce income. For example, X owns a mare in foal and attempts to assign the unbom foal to Y. The unborn foal cannot be assigned for value or by gift at common law. If X has received consideration, equity will recognise the assignment of the unborn foak when itis born, X will have to transfer it to ¥ because X’s conscience is bound in equity." Equity will not enforce an attempted gift of the unborn foal because there is no consideration that binds X’s conscience. Equity will not assist a volunteer here. But X can voluntarily assign by gift the broodmare to Y. That assignment will have the effect of carrying with tthe foal; when the foal is bor it will belong to Y. The foal is income’ or, more correctly, natural increase, and the broodmare is the underlying pre-existing property that gives rise to the ‘income’ of the foal when it is born. ‘The leading cases in the area concern more complicated facts than those given above. In Norman v Federal Commissioner of Taxation”? a taxpayer tried to assign income, The deed of signed dividends to be eamed on shares, The High Court held unanimously that the yet-to-be declared dividends were future property and could not be assigned without consideration.” They were ‘future’ in that the dividend did not yet exist and indeed might never be declared by the company. ‘Another clause of the deed of assignment attempted voluntarily to assign interest to be eamed on a foan. The loan hal features, Interest only became payable on an annual basis but the borrower could repay the assignment voluntarily a: me uNUst 40 hia 417. Al see 9.8} $2 4963) 109 CuK 9; Sourcebaol 9.3, 187 13 hid 16 (Dixon C), 18 (McTieman J), 23 (Menzies J), 40 (Windeyer J), 41 (Owen). (9.19) (9.20) 9.21) (9.22) (9.23)19.25] 19.26] 19.27) 138 PART C: EQUITY, CONTRACT AND PROPERTY loan at will, This meant that if the borrower chose (0 repay the loan in : interest would become payable in the following, yea. HC could NOt be sail at the ge Mo ayable, A majority of the High Court hel F the Iwas not for consideration, tt i Assignment that the interest would ever be pa Was therefore an assignment of future property and, as ineffective." fl Norman ean be contrasted with Shepherd v Federal Commissioner of Taxation ss inventor of a farnitme castor granted a licence to produce the GistOrs £0 4 manufacture, yvas to pay him royalties based on the number produced, He attempted to assign volun bie) pementage of rovaties, The Commissioner argued that this Was an assignment of property. As the manufacturer was not obliged to produce any castors at al, it could nyt” ‘ould be earned under the agreement. However, the action here was an assignment of part of the contrac right to receive royalties, rather tha ignment of the yet unearned royalties themselves ‘The metaphor used to explain this was that this was an assignment of part of the ‘tree’ (org that produced the ‘fruit’ (or income), The ‘tree’ was presently existing property."” Shepherd ang Norman ate difficult to reconcile and ultimately turn on the wording of the assignment, However, Shepherd appears good authority for the proposition that assignments of assets that may produce income in the future can be made voluntarily. Should a person who has a mere expectancy or an interest that is ‘future propery’ attempt to assign it to another for valuable consideration, equity treats the transaction asa contract to assign. If and when the assignor receives the property, equity deems done that which ought to have been done, and regards the property as owned beneficially by the assignee has given consideration, and the assignor’s Stid with certainty that any royalties Court held by majority"® that the trans: an is because the assignee."* This conscience is bound. Assignment of equitable property Propeny that is only recognised in equity can only be assigned in equity. interests grew out of the willingness of courts of equity to grant relief against those who bound their conscience by agreeing to perform obligations in respect of property. For example, at common law the trustee is the legal owner of land but is subject to an obligation to hold it for the benefit of another. As the beneficiary's interest in land can only be enforced in equity itcan also only be assigned in equity Unlike the common law rules on transfer of property, equity does not differentiate between varieties of equitable property. There is only one method of equitable assignment, reguslless 44 thid 16 (Dixon Gp, 21 (Menzies ), 41 (Owen ). 45 (1965) 113 CLR 385; Sourcebook 9.3), p 191, 46 Ibid 393 (Barwick CP), 397 (Kitto D ont 47 he two decisions, taken together, have attracted criticism: see MGL [6-235]. The decisions sell ‘ona deeply theoretical dissection ofthe words used in the deeds of assignment rather tian 0" °° of the transactions waite 48 Holroyd v Marshall (1862) 10 HI. Cas 191; 11 ER 999; Sourcebook 9.3c, p 193. The Proper My he ropenty ighten). sufficiently described so that when it comes into existence, it can be identified a8 P* contract applies: Tailby w Official Recetver (1888) 13 App Cas 523, 543 (Lord Macha 49 See [8.5