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• Title:The law of assignment / Marcus Smith, Nico Leslie.
  
•    
• Author/Creator:Smith, Marcus (Lawyer)
  
• Other Contributors/Collections:Leslie, Nico.
  
• Published/Created:Oxford : Oxford University Press, 2013.
  

• Holdings

  Holdings Record Display

  • Location:LAW LIBRARY (level 3)Where is this?
    
  • Call Number: KD1238 .S63 2013
    
  • Number of Items:1
    
  • Status:Available
    

   
• Library of Congress Subjects:Choses in action--England.
  Choses in action--Wales.
  Assignments (Law)--England.
  Assignments (Law)--Wales.
  
• Genre/Form:Contracts.
  Claims.
  
• Edition:2nd ed.
  
• Description:xcix, 821 pages ; 26 cm
  
• Summary:"This new edition of The Law of Assignment provides a comprehensive treatment of the law relating to intangible property or choses in action. It considers all forms of intangible property (debts, rights under contract, securities, intellectual property, leases, rights/causes of action and equitable rights). The book considers the nature of intangible property, how it comes into being and how it is transferred or assigned. It considers the consequences of transfer, including what property cannot be transferred and the difficult question of priorities. The book's approach is both analytical and practical. The first parts of the book focus on general principles regarding intangibles and their transfer. The book then moves on to consider the law relating to particular types of intangibles, securities (paper, immobilized and dematerialized), insurance contracts, leases and intellectual property. There is an expanded section on the taking of security over intangibles, as well as new material on rights or causes of action to reflect recent developments in litigation finance and no-win/no-fee arrangements. The Equities chapter is expanded to cover the transferability of notes and other debt securities, while the section on assignability of debts is expanded to include practical treatment of factoring. Also included is new comparative European and US material." (OUP).
  
• Notes:Includes bibliographical references and index.
  
• ISBN:0199585083
  9780199585083
  
• Contents:Machine generated contents note: 1. Introduction
  A. Overview of the Book
  B. Nature of Intangible Property
  -Part I
  C. Transfer of Choses in Action
  -Part II
  D. Transfers in Particular Contexts
  -Part III
  E. Intangible Property Incapable of Transfer
  -Part IV
  F. Effects of Assignment, the Persistence of Property Rights, and the Vindication of an Owner's Rights
  -Part V
  G. Special Regimes for Transfer
  -Part VI
  H. Security over Intangibles
  -Part VII
  I. Assignments and the Conflict of Laws
  -Part VIII
  pt. I NATURE OF INTANGIBLE PROPERTY
  Overview of Part I
  2. Nature and Characteristics of Intangibles
  A. Overview of the Chapter
  B. Law of Property
  (1). Nature of Property Interests
  (2). Analysis of Interests
  `Rights'
  `Privileges'
  `Powers'
  `Immunities'
  Overview
  (3). Property Interests
  (4). Nature of Ownership
  right to hold the property and to exclude others from the property
  privilege to dispose of the property
  power to use
  Conclusion
  (5). Things Susceptible of Ownership: `Property'
  C. Place of Intangibles in English Law
  (1). Overview
  (2). Classification of Things (or Interests in Things) at Common Law
  (3). Definition of a Chose in Action
  (4). `Choses in Action' and `Intangibles'
  (5). Equity and the Classification of Things
  D. Nature and Characteristics of Choses in Action
  (1). Overview
  (2). Choses in Action are Interests in Intangibles
  Pure intangibles
  Documentary intangibles
  (3). Chose in Action is an Interest in a Thing Recognized by the Law as Property
  (4). Choses in Action are Private Law Rights
  (5). Choses Can be Either Legal or Equitable
  distinction between legal and equitable rights
  `Mere' equities
  (6). Present and Future Choses
  Significance of the distinction
  nature of the distinction
  distinction between future choses and rights enforceable in the future
  insolvency exception
  Implications of the rule that rights presently existing but enforceable only in the future are present choses
  E. Co-ownership and the Fragmentation of Ownership
  (1). Overview
  (2). Concurrent Ownership
  Forms of concurrent ownership
  Concurrent ownership of intangibles
  Analysis in the context of assignment
  (3). Successive Ownership
  (4). Fragmented Ownership
  3. Rights or Causes of Action
  A. Overview of the Chapter
  B. Rights of Action
  (1). Different Types of Right of Action
  (2). Private Law Rights of Action
  (3). Public Law Rights of Action: Judicial Review
  (4). Public Law Rights of Action: Criminal Prosecutions
  C. Nature of a Private Law Right of Action
  (1). Concept of a Cause of Action
  (2). Merger in Judgment and Cause of Action Estoppel
  Merger in judgment
  Cause of action estoppel
  Compromise
  D. Judgments
  E. Right of Action Distinguished from its Fruits
  4. Debts
  A. Overview of the Chapter
  B. Nature of a Debt
  (1). Definition
  (2). Present and Future Debts
  (3). Contingent Debts
  (4). Debt Actions and Actions for Damages
  (5). Debts, Money and Payment
  parameters of the payment obligation are described by contract
  Payment is a consensual act requiring the accord of both creditor and debtor
  Payment by offset of items on a running account
  Payment by set-off
  legal commitment to pay is not payment
  Exchange is not payment
  C. Types of Debt
  D. Syndicated Loans
  E. Nature of Debts as Property
  5. Rights Under a Contract
  A. Overview of the Chapter
  B. Nature of Contractual Rights
  (1). Contractual Rights and Obligations are Essentially Bilateral
  (2). Rights under Contracts, not Contracts, are Assignable
  (3). Range of Rights Embraced
  (4). Contracts Under Seal
  (5). Future and Contingent Rights
  C. Common Law Rule that a Promise for the Benefit of a Third Party Cannot be Enforced Directly by that Party
  D. Contracts (Rights of Third Parties) Act 1999
  (1). Introduction
  (2). Scope of the 1999 Act
  Negotiable instruments
  Section 33 of the Companies Act 2006
  Contracts of employment
  Contracts for the carriage of goods
  (3). Manner of Creation of Third Party Rights
  Express provision
  Term purporting to confer a benefit on a third party
  third party must be expressly identified
  (4). Enforcement of Third Party Rights and Defences
  Enforcement
  Defences available to the promisor
  (5). Effect of the Creation of Third Party Rights on the Contracting Parties
  Creation of a new class of enforceable third party rights
  Variation or rescission of the contract and the need for third party consent
  Enforcement of the contract by the promise and double liability
  E. Rule that a Promise for the Benefit of a Third Party Cannot be Indirectly Enforced and the Exceptions to that Rule
  (1). General Rule
  (2). Exceptions to the General Rule
  Trustees
  Undisclosed principals
  rule in The Albazero
  Protection of the `performance interest'
  F. Imposing Contractual Obligations on Third Parties
  (1). Novation
  (2). Vicarious Performance
  G. Contractual Rights as Property
  6. Securities
  A. Overview of the Chapter
  B. Nature of a `Security'
  (1). Definition
  (2). `Taking Security' Distinguished From `Securities'
  (3). Classification of Securities
  Shares
  Debt securities
  Hybrid securities
  (4). International Securities Identification Numbers
  C. Legal Incidents of Securities
  (1). Shares
  Companies that issue shares
  Nature of the rights and obligations that a shareholding confers
  Rights and obligations generally conferred on shareholders
  Different classes of shares
  (2). Debt Securities
  (3). Hybrid Securities
  D. Overview of How Securities are First Issued and Held
  (1). Allotment, Issuing and Holding of Securities
  (2). Different Ways of Holding Securities
  Paper-based systems
  Electronic forms of transfer
  (3). Approach in the Next Sections
  E. Holding Paper Securities
  (1). Shares
  Issue of shares in a newly-formed company
  Registered shares
  Bearer shares
  (2). Debt Securities
  Definitive bearer debt securities
  Definitive registered securities
  F. Dematerialization
  (1). Overview
  2001 Regulations
  definition of `securities'
  `relevant system'
  `Operator'
  `System-participants' and `sponsoring system-participants'
  `Participating issuers' and `participating securities'
  `System-members'
  Contractual arrangements between participants in CREST
  (2). Introduction of Securities into the Relevant System/CREST
  Overview of the process
  Compliant articles of association of the company
  Operator agreement to admit the shares
  Company agreement to admit the shares
  Registers of dematerialized shares
  Introduction of shares into the dematerialized system
  (3). Introduction of Other Securities into the Relevant System/CREST
  Compliant terms of issues
  Operator agreement to admit the securities
  Issuer agreement to admit the securities
  Registers of dematerialized securities
  Introduction of securities into the dematerialized system
  (4). Implications of Dematerialization: The Rise of the Nominee
  rise of nominees in the holding of securities
  nature of an equitable interest in shares
  Implications of growing `equitable' ownership
  G. Immobilization
  (1). General Description
  (2). Growth of Immobilization
  (3). Detailed Description of an Immobilized System
  Introduction
  securities depository
  tiers below the security depository
  Overview of the system
  Pooled or segregated accounts
  Effecting transfers of interests in securities
  (4). Law Reform and Review
  lack of clarity
  working party of the Financial Markets Law Committee
  International proposals for reform
  UK position
  present position
  (5). Nature of the Legal Interests in Intermediated Securities
  purely contractual right
  Equity of redemption
  Bailment
  Trusts analysis
  H. Process of Selling Securities: Allotments
  (1). Overview of the Process
  (2). Public and Private Offerings of Securities
  distinction between public and non-public offerings
  Non-public offerings
  Public offerings
  (3). Rules Regarding Prospectuses
  I. Status as Choses in Action
  (1). Bearer Shares and Bearer Debt Securities
  (2). Paper Securities
  (3). Dematerialized Securities
  (4). Immobilized Securities
  7. Intellectual Property
  A. Overview of the Chapter
  B. Patents
  (1). Intellectual Property Right Itself
  (2). Rights of Action for Infringement
  (3). Validity Challenges: Revocation Actions
  (4). Licensing
  C. Copyright
  (1). Intellectual Property Right Itself
  (2). Rights of Action for Infringement
  (3). Validity Challenges: Revocation Actions
  (4). Licensing
  D. Moral Rights
  (1). Intellectual Property Right Itself
  (2). Rights of Action for Infringement and Validity Challenges: Revocation Actions
  (3). Licensing
  E. Industrial Design Rights
  (1). Registered Designs under the Registered Designs Act 1949 (as amended by the EC Designs Directive)
  intellectual property right itself
  Rights of action for infringement
  Validity challenges: revocation actions
  Licensing
  (2). Unregistered Design Rights under the Copyright, Designs and Patents Act 1988
  Contents note continued: intellectual property right itself
  Rights of action for infringement
  Validity challenges: revocation actions
  Licensing
  (3). Community Designs (Registered and Unregistered)
  intellectual property right themselves
  Rights of action for infringement
  Validity challenges
  Licensing
  F. Trade Marks
  (1). Intellectual Property Right Itself
  (2). Passing Off and the Nature of Goodwill
  (3). Protection of Trade Marks by Formal Registration
  (4). Registered Trade Marks under the Trade Marks Act 1994
  intellectual property right itself
  Rights of action for infringement
  Validity challenges: revocation actions
  Licensing
  (5). Community Trade Marks
  intellectual property right itself
  Rights of action for infringement and revocation
  Licensing
  G. Confidential Information
  8. Leases
  A. Overview of the Chapter
  B. Nature and Origins of Leases Over Land
  (1). Nature
  (2). Origins
  (3). Classification as a Chose in Action
  C. Formalities in the Creation of Leases
  (1). Importance of Formalities
  (2). Form for the Creation or Grant of a Legal Lease
  Leases of three years or more
  Leases not exceeding three years
  Leases of variable length
  (3). Registration under the Land Registration Act 2002
  Registrable dispositions
  `Registered estates'
  `Registrable estates'
  Voluntary first registration: s3 of the 2002 Act
  Compulsory first registration: s4 of the 2002 Act
  Compulsory first registration on the transfer of a `qualifying estate'
  Compulsory first registration on the grant of a lease for more than seven years
  First registration: classes of title
  Grant of a lease of more than seven years out of an estate already registered
  Notices on the register
  (4). Consequences of Registration
  (5). Summary
  (6). Consequences of a Failure to Comply with Formalities: Equitable Leases
  Informally created leases: the doctrine of conversion
  Formality requirements for informally created leases
  D. Is a Lease a Legal or an Equitable Chose?
  9. Documentary Intangibles and Negotiable Instruments
  A. Overview of the Chapter
  B. Distinction between Intangibles and Documentary Intangibles
  (1). Pure Intangibles
  (2). Documentary Intangibles
  C. Classes of Documentary Intangibles
  D. Negotiable Instruments
  (1). Characteristics
  (2). Instruments Recognized as Negotiable
  Instruments are only negotiable by virtue of statute or the law merchant
  class of negotiable instruments is not closed
  Establishing whether an instrument is negotiable
  Provisions in the instrument precluding negotiability
  (3). Instances of Negotiable Instruments
  Bills of exchange
  Obligations and legal relationships arising out of a bill
  Cheques
  Promissory notes
  Bearer securities
  Depository receipts
  Certificates of deposit
  Bills of lading
  E. Implications of Dematerialization
  pt. II TRANSFER OF INTANGIBLE PROPERTY
  Overview of Part II
  10. Transfer of Choses in Action: Historical Overview
  A. Overview of the Chapter
  B. Common Law
  (1). Approach of the Common Law
  (2). Exceptions to the Common Law Rule
  Assignments to or by the Crown
  Use of powers of attorney
  operation of the law merchant: negotiable instruments
  `New' choses in action
  C. Incursion of Equity
  (1). Evolution of the Equitable Jurisdiction
  (2). Nature of Equity's Intervention
  (3). Equitable Intervention in the Context of Choses in Action
  D. Statutory Intervention
  (1). Section 136 of the Law of Property Act 1925
  (2). Other Statutory Interventions
  11. Conceptual Underpinnings
  A. Overview of the Chapter
  B. Forms of Equitable Assignment
  (1). Initial Classification and Terminology
  (2). Assignments of Choses in Action
  Assignment of equitable choses
  Assignment of legal choses
  (3). Transfers by Way of Trust
  Operation of trusts of choses in action
  (4). Promises to Assign or to Create a Trust
  doctrine of Walsh v Lonsdale
  Significance in the context of assignment
  C. Interrelationship between the Different Forms of Equitable Assignment
  D. Forms of Statutory Assignment and their Interrelationship
  (1). Various Forms of Statutory Assignment
  (2). Interrelationship between the Various Different Statutory Modes of Assignment
  E. Interrelationship between Statutory and Equitable Assignments
  (1). Nature of the Problem
  (2). Rule that the Assignor Must Have Done Everything Necessary to Transfer Title to the Assignee
  rule and its scope
  rigour with which the rule is applied: what does `everything in the power of the assignor' mean?
  Scope of the rule
  12. Negotiation and the Transfer of Money
  A. Overview of the Chapter
  B. Negotiable Instruments
  (1). Characteristics of Negotiable Instruments
  (2). Bills of Exchange
  nature of a bill of exchange
  transfer or negotiation of bills
  Obligations created by a bill: the remedies of the holder in the event of dishonour
  Cheques
  (3). Promissory Notes
  C. Bearer Shares
  D. Bills of Lading and the Carriage of Goods by Sea Act 1992
  E. Money
  (1). Two Definitions of Money
  (2). Legal Tender
  (3). Money and Value
  (4). Legal Character of Money
  13. Assignment of Choses in Action
  A. Overview of the Chapter
  B. Manifestation of an Intention to Transfer the Chose in Action
  (1). Introduction
  (2). Elements of the Requisite Intention
  `three certainties'
  Intention to assign
  Assignment distinguished from mandate
  Assignment distinguished from trust
  (3). Need for a Manifested Intention
  Substantive or evidential requirement?
  What does manifestation entail?
  (4). Atypical Cases of Intention
  Where a clear intention is not enough
  Layman's intention
  C. Subject-matter of the Assignment
  (1). Introduction
  (2). Property in Question Must be a Chose in Action
  (3). Chose Needs to be in Present Existence and Owned by the Assignor
  (4). Chose Must be Identified or Identifiable with Reasonable Certainty
  D. Certainty as Regards the Identity of the Assignee
  E. Form and Formalities
  (1). Introduction
  (2). Form of Words
  (3). Formalities
  effect of statutory modes of transfer on equitable assignments
  Section 53(1)(c) of the Law of Property Act 1925
  (4). Need for Notice
  Notice to the assignee not necessary
  Notice to the debtor not necessary
  (5). Need for Consideration
  Is consideration required for the assignment of equitable choses in action?
  Is consideration required for the assignment of legal choses in action?
  14. Transfer of Choses in Action on Trust
  A. Overview of the Chapter
  B. Declaration of Self as Trustee
  (1). Settlor Must Have Manifested an Intention that the Chose be Held on Trust
  Intention to hold the chose on trust
  Need for a manifested intention
  (2). Subject-matter of the Trust: The Trust Property
  trust property must be a chose in action
  chose must be in present existence and owned by the settlor
  chose that is the subject-matter of the trust must be identified or identifiable with reasonable certainty, and the beneficial interests in the chose delineated with sufficient certainty
  (3). Certainty as Regards the Beneficiaries or Objects of the Trust
  (4). Form and Formalities
  Form of words
  Formalities
  need for notice
  need for consideration
  C. Transfer on Trust
  (1). Settlor Must Have Manifested an Intention to Transfer the Chose in Action
  (2). Settlor Must Have Manifested an Intention that the Chose be Held on Trust
  (3). Trust Fund Must be a Chose in Action, in Present Existence, Certain or Capable of Being Ascertained
  (4). Certainty as Regards the Beneficiaries or Objects of the Trust
  (5). Certainty as Regards the Identity of the Trustee
  (6). Form and Formalities
  Form of words
  Formalities
  need for notice
  need for consideration
  D. Variants on a Theme
  (1). Direction to Trustees to Hold on Trust for Another
  (2). Creation of a Sub-Trust
  15. Promises to Assign or Create a Trust
  A. Overview of the Chapter
  B. Aspects of the Doctrine of Conversion
  (1). Need for Specific Performance
  (2). Meaning of Consideration
  Marriage consideration
  Deeds
  C. Agreements to Assign
  (1). Introduction
  (2). Agreements to Assign at Common Law
  (3). Agreements to Assign in Equity
  need for an agreement
  chose must be identified with sufficient specificity
  need for consideration
  No need for specific enforceability
  Effect of the doctrine of Walsh v Lonsdale
  D. Promises to Create a Trust
  (1). Introduction
  (2). Trusts of Promises
  Circumventing the privity rule: rights under a contract held on trust for a third party
  Trust of promises as a device for the perfection of imperfect trusts
  (3). Promises to Create a Trust
  Introduction
  Promise of a trust made to the intended beneficiary
  Promise of a trust made to the intended trustee
  case law
  16. Assignments Under Section 136 of the Law of Property Act 1925
  A. Overview of the Chapter
  B. Purpose of Section 136 of the Law of Property Act 1925
  C. Debt or Other Legal Chose in Action
  (1). Do Equitable Choses Fall Within Section 136?
  (2). Existence of Alternative Statutory Provisions for Assignment
  Contents note continued: D. Absolute and Not by Way of Charge
  (1). Conditional
  (2). Part of a Debt
  (3). Assignments by Way of Charge
  (4). Conclusion
  E. By Writing Under the Hand of the Assignor
  F. Express Notice in Writing to the Debtor
  G. Non-requirements
  (1). Consideration
  (2). Object of the Assignment
  pt. III TRANSFERS IN PARTICULAR CONTEXTS
  Overview of Part III
  17. Transfer of Insurance Contracts
  A. Overview of the Chapter
  B. Different Types of Insurance
  (1). Indemnity Insurance
  (2). Life Assurance
  (3). Marine Insurance
  (4). Reinsurance
  C. Assignment of the Insured's Rights: Indemnity Insurance
  (1). Assignment of a Presently Enforceable Claim
  Assignability
  Method of assignment
  (2). Assignment of a Future and Potential Claim
  (3). Assignment of the Policy Itself
  general position: non-assignability
  exception: property insurance
  D. Assignment of the Insured's Rights: Life Insurance
  (1). Assignment of a Presently Enforceable Claim
  Assignability
  Method of assignment
  (2). Assignment of a Future Claim
  (3). Assignment of the Policy Itself
  E. Assignment of the Insured's Rights: Marine Insurance
  (1). Assignment of a Presently Enforceable Claim
  Assignability
  Method of assignment
  (2). Assignment of a Future and Potential Claim
  (3). Assignment of the Policy Itself
  Insurance policies are not an incident of property
  need to assign marine policies
  provisions of the Marine Insurance Act 1906
  F. Assignment of the Reinsured's Rights: Reinsurance
  (1). Assignment of a Presently Enforceable Claim
  (2). Assignment of a Future and Potential Claim
  (3). Assignment of the Policy Itself
  G. Effect of Assignment Where the Insured Assigns his Rights
  H. Assignment of the Contract by the Insurer
  I. Third Parties (Rights Against Insurers) Act 1930
  (1). Rationale for the Act
  (2). Trigger for the Statutory Assignment
  Insolvency triggers the statutory assignment
  Individual insured
  Corporate insured
  (3). Extent of the Statutory Assignment
  insurer is under the same liability to the third party as he would have been under to the insured
  No right to sue until liability of the assured has been established
  Third Parties (Rights against Insurers) Act 2010
  As against the insurer, the third party is in no better position than the assured
  If the indemnity under the insurance is insufficient to meet the liability of the insured to the third party
  If the indemnity under the insurance exceeds the claim of the third party against the insured
  (4). No Contracting Out
  (5). Priorities
  18. Transfer of Leases
  A. Overview of the Chapter
  B. Assignment of Leases
  (1). Assignment Distinguished from Sub-lease
  (2). Different Transfer Requirements for Different Types of Lease
  (3). Transfer of a Legal Lease
  Any assignment must be by deed
  registration requirement
  Failure to observe formalities
  Applicability of section 136 of the Law of Property Act 1925
  (4). Transfer of an Equitable Lease
  (5). Virtual Assignments
  C. Privity of Estate: The Transmission of Obligations through Successive Landlords and Tenants
  (1). Problem Stated
  (2). Common Law Doctrine of Privity of Estate
  nature of the doctrine
  Restrictions on the scope of the doctrine
  Privity of estate does not supersede privity of contract
  (3). Landlord and Tenant (Covenants) Act 1995
  tenant is released from covenants on the assignment of the tenancy
  landlord's release from covenants on the assignment of the reversion
  `Touching and concerning the land': the new law
  D. Restrictions on Assignment: Non-assignment Provisions in Leases
  E. Priorities
  (1). Basic Rule: Section 28 of the Land Registration Act 2002
  (2). Exceptions to the Basic Rule
  (3). `Mere' Equities
  19. Transfer of Securities
  A. Overview of the Chapter
  B. Exchanges and Clearing Houses
  (1). Distinction Between On-Exchange Transaction and Over-the-Counter Transactions
  (2). Characteristics of Exchanges
  general description
  Outsourcing of functionality
  (3). Exchanges
  Recognized persons
  Designated investment exchanges
  Systematic internalizers
  Other
  (4). Clearing Houses
  origins of clearing houses
  role of clearing houses
  Recognized clearing houses and recognized overseas clearing houses
  Clearing houses under the MiFID
  Clearing houses and insolvency
  Settlement Finality Directive
  Clearing houses and payment and settlement systems
  (5). Payment and Settlement Systems
  role of payment and settlement systems
  Payment systems
  Securities settlement systems
  (6). Principal Clearing Houses, Payment and Settlement Systems
  principal UK payment systems
  principal UK clearing houses and settlement systems
  principal international clearing houses and settlement systems
  C. Transfer of Paper Securities
  (1). Overview
  (2). Requirements for a Valid Transfer of the Legal Title in Paper Shares
  transferee's agreement to the transfer
  Registration of the transfer
  (3). Application of the Nemo Dat Quod Non Habet Principle
  status of the register and the share certificate and the application of the nemo dat principle
  Constraints on the operation of the nemo dat principle
  Rectification of the register
  (4). Requirements for a Valid Transfer of the Legal Title in Paper Debt Securities
  Definitive bearer debt securities
  Definitive registered debt securities
  D. Transfer of Dematerialized Securities
  (1). Uncertificated Securities Regulations 2001
  (2). Participants in and the Introduction of Securities into Dematerialized Systems
  (3). Transfers of Dematerialized Securities
  obligation to register transfers
  right to refuse to register a transfer
  (4). Implications of the Dematerialized Securities Regime
  Nominee securities holdings
  Application of the principle nemo dat quod non habet
  Rectification
  E. Transfer of Immobilized Securities, Intermediated Securities and Global Custody
  (1). How Immobilization Works
  general description
  Chains of intermediaries
  (2). Effecting Transfers of Interests in Securities
  Overview
  Transfers between account-holders with the same custodian
  Transfers between account-holders in different intermediaries
  Pooled or segregated accounts
  Transparent and non-transparent systems
  Matching and non-matching systems
  (3). Proposals for Reform
  (4). Legal Analysis of Intermediation
  nature of the investor's interests
  F. Transfer of the Legal Estate in Bearer Securities
  G. Failure to Transfer Legal Title
  H. Equitable Interest in Securities
  (1). Nature of an Equitable Interest in Securities
  (2). Transfer of the Equitable Interest
  I. Right to be Registered as a Member: Restrictions on the Transfer of Shares
  J. Priorities
  (1). Competing Claims to the Legal Estate in Shares
  (2). Competing Legal and Equitable Interests
  (3). Competing Equitable Interests
  20. Transfer of Intellectual Property
  A. Overview of the Chapter
  B. Patents
  (1). Transfer of Patents and Patent Applications
  Section 30 of the Patents Act 1977
  Relationship between s 30 of the Patents Act 1977 and s 136 of the Law of Property Act 1925
  Consequences of any failure to comply with s 30
  (2). Registration
  (3). Equitable Interest in a Patent
  (4). Priorities
  rule in s 33 of the Patents Act 1977
  Priority in the case of property interests falling outside the scope of s 33 of the Patents Act 1977
  Protection of non-property interests
  C. Copyright
  (1). Transfer of Copyright
  Section 90 of the Copyright, Designs and Patents Act 1988
  Relationship between s 90 of the Copyright, Designs and Patents Act 1988 and s 136 of the Law of Property Act 1925
  Consequences of any failure to comply with s 90
  (2). Equitable Interest in Copyright
  (3). Priorities
  Competing claims to the legal estate in copyright
  Competing legal and equitable interests
  Competing equitable assignments
  Protection of non-property interests
  D. Moral Rights
  E. Industrial Design Rights
  (1). Registered Designs under the Registered Designs Act 1949
  transfer of registered designs under the right to apply for a registered design
  Registration
  Registration and the relationship between registered and unregistered design rights
  Consequences of a failure to transfer the legal estate
  Priorities
  (2). Unregistered Design Rights under the Copyright, Designs and Patents Act 1988
  Transfer of unregistered design rights
  Equitable interest in an unregistered design right
  Priorities
  (3). Community Designs (Registered and Unregistered)
  Importation of national laws: identification of the applicable law
  Overriding Community provisions
  F. Trade Marks
  (1). UK Trade Marks
  Transfer of trade marks and trade mark application
  Registration
  equitable interest
  Priorities
  (2). Community Trade Marks
  Importation of national laws: identification of the applicable law
  Overriding Community Provisions
  pt. IV INTANGIBLE PROPERTY THAT IS INCAPABLE OF TRANSFER
  Overview of Part IV
  21. Assignment of Burdens
  A. Overview of the Chapter
  B. General Rule
  C. Exception to the General Rule: Transfer of Obligations to Third Parties
  Contents note continued: (1). Unpaid Vendor's Lien
  (2). Restrictive Covenants over Freehold Land
  (3). Transfer of Leasehold Obligations
  (4). Assumption of Obligations by a New Shareholder on the Transfer of the Legal Title in the Shares to Him
  (5). Conditional Benefits: The Passing of Burdens under a Contract
  general rule that burdens cannot be transferred
  Burdens, benefits, and conditional benefits
  Implications of the rule and the `pure principle of benefit and burden'
  22. Intangibles Not Transferable by Reason of Public Policy
  A. Overview of the Chapter
  B. Public Salaries and Pensions
  C. Divorce and Separation
  D. Statutory Restrictions
  23. Assignment of Bare Rights to Litigate: Champerty and Maintenance
  A. Overview of the Chapter
  B. Definitions
  (1). Maintenance
  (2). Champerty
  C. Effect of Maintenance and Champerty
  D. Maintenance and Champerty are Evolving Concepts
  E. Test for Assignments Savouring of Maintenance or Champerty
  (1). Overview
  (2). Decisions prior to Trendtex: A Right or Cause of Action is Incident or Subsidiary to a Right in Property
  (3). Trendtex Trading Corp v Credit Suisse: Genuine Commercial Interest
  (4). Brownton Ltd v Edward Moore Inbucon Ltd
  (5). Simpson v Norwich University Hospital NHS Trust
  F. Application of the Doctrines of Maintenance and Champerty
  (1). Assignments of Causes of Action: The Distinction between `Bare' Causes of Action and Assignable Causes of Action
  Assignments of debts
  Rights of action incident or subsidiary to a right in property
  Contractual causes of action generally (apart from debts)
  Tortious causes of action generally
  Restitutionary causes of action generally
  (2). Assignment of the Fruits of a Cause of Action
  (3). Agreements to Assist in Litigation Savouring of Maintenance or Champerty
  Legal professionals
  Other parties conducting litigation
  G. Insolvency Exception
  24. Personal Obligations
  A. Overview of the Chapter
  B. Rationale for the Rule
  C. Test for Personal Obligations
  (1). Nature of the Test
  (2). Relevant Factors and Instances
  25. Prohibitions on Assignment
  A. Overview of the Chapter
  B. Analysis of the Different Types of Prohibition on Assignment
  (1). Personal Undertaking Not to Transfer a Chose
  (2). Provision Rendering Any Purported Assignment by the Assignor Ineffective
  (3). Provision not only Rendering any Purported Assignment by the Assignor Ineffective, but also Prohibiting an Assignment of the Benefit after this has been Received by the Assignor
  (4). Provision Entitling the Debtor not Merely to Claim Damages, but also Resulting in Termination of the Contract
  C. Effects of the Different Types of Prohibition on Assignor and Assignee
  (1). Personal Undertaking Not to Transfer a Chose
  (2). Provision Rendering Any Purported Assignment by the Assignor Ineffective
  (3). Provision not only Rendering any Purported Assignment by the Assignor Ineffective, but also Prohibiting an Assignment of the Benefit after this has been Received by the Assignor
  (4). Provision Entitling the Debtor Not Merely to Claim Damages, but also to Terminate the Contract
  D. Application of Prohibitions to Legal and Equitable Assignments
  E. Circumventing Prohibitions on Assignment
  (1). Don King Productions Inc v Warren
  (2). Analysis
  (3). Barbados Trust Co Ltd v Bank of Zambia
  pt. V EFFECTS OF ASSIGNMENT, THE PERSISTENCE OF PROPERTY RIGHTS, AND THE VINDICATION OF AN OWNER'S RIGHTS
  Overview of Part V
  26. Consequences and Effects of an Assignment
  A. Overview of the Chapter
  B. Transfer of the Debtor's Obligation to Perform from the Assignor to the Assignee
  (1). Assignments under Section 136
  (2). Equitable Assignments
  Obligations before notice of the assignment is given
  Obligations after notice of the assignment is given
  C. Damages Recoverable by the Assignee from the Debtor
  D. Rule that the Assignee Takes Subject to Equities
  (1). Nature of an Equity
  Two types of equity
  (2). Basis for the Rule that the Assignee takes Subject to Equities
  (3). Extent to which the Assignee Takes Subject to Equities
  (4). Vitiating Equities
  general rule
  Instances
  (5). Set-off Under the Statutes of Set-off
  nature of the set-off
  Requirements for a set-off under the statutes
  Extent to which the assignee will be affected by the debtor's cross-claim
  (6). Common Law Abatement
  Nature of the cross-claim
  Extent to which the assignee will be affected by the debtor's cross-claim
  (7). Equitable Set-off
  Nature of the cross-claim
  How set-off affects the assignee
  (8). Insolvency Set-off
  E. Restrictions on the Ability of the Debtor and the Assignor to Vary the Contract Between Them
  27. Priorities and the Loss of Title
  A. Overview of the Chapter
  B. Relativity of Title
  C. Priority Rules: The Rules Regarding the `Extinction' of Title
  C(1). Rules 2 and 3: Competing Legal Interests and Competing Equitable Interests
  C(2). Rule 4: Competing Legal and Equitable Interests
  (1). Equity's Darling
  (2). Elements to be Shown in order to be `Equity's Darling'
  Bona fide
  Purchaser for value
  Purchaser of the legal interest
  Without notice
  (3). Successors in Title
  C(3). Rule 5: Conduct of the Parties Affecting the Operation of Rules 3 and 4
  (1). Competing Legal and Equitable Interests
  (2). Competing Equitable Interests
  C(4). Rule 6: Competing Interests Arising Out of Two Assignments and the Rule in Dearle v Hall
  (1). Introduction
  Summary of the rule in Dearle v Hall
  Scope of application of the rule in Dearle v Hall
  (2). First Limb of the Rule in Dearle v Hall: Priority Determined by Notice
  origin of the rule
  Extension of the rule by s 137 of the Law of Property Act 1925
  Rationale for the rule
  Elements of the rule
  concept of notice
  Irrelevance of the reason why the first assignee failed to give notice
  Conditionality of the debtor's obligation
  second assignee must give value
  (3). Second Limb of the Rule in Dearle v Hall: When Notice will Not Determine Priority
  Rationale for the second limb
  second assignee's knowledge of the first assignment
  Informal knowledge of the debtor
  (4). Scope of the Rule's Application
  Competing equitable assignments of an equitable chose
  Competing equitable assignments of a legal chose
  One or more of the competing assignments is a legal assignment
  Priorities between assignments and other interests
  C(5). Rule 7: Competing Interests in Relation to Money and Negotiable Instruments
  (1). Introduction
  (2). Priority Rule in the Case of Coins
  (3). Priority Rule in the Case of Promissory Notes, Bills of Exchange and Other Negotiable Instruments under the Bills of Exchange Act 1882
  (4). Priority Rule in the Case of Incorporeal Money
  C(6). Rule 8: Consent of the Parties
  D. Priorities and Non-Proprietary Interests
  (1). Introduction
  (2). Contractual Licences over Land
  (3). Other Multilateral Choses
  Qualified transfer of a property right
  Survival of a licence after transfer of the property right
  (4). Analysis
  28. Extinction of Intangible Property
  A. Overview of the Chapter
  (1). Analogies with Tangible Property
  (2). Extinction of Tangible Property
  (3). Extinction of Intangible Property
  B. Destruction of Property
  (1). Destruction of Tangible Property
  (2). Destruction of Intangible Property
  Introduction
  Extinction due to effluxion of time
  Extinction due to some inherent deficiency
  Extinction due to a supervening event
  Extinction through performance
  Extinction through breach
  C. Abandonment
  (1). Tangible Property
  (2). Intangible Property
  D. Combination
  (1). Introduction
  Three types of combination
  importance of inseparability
  significance of contributions from different people
  Wrongful and innocent combinations
  Substitution is not a form of combination
  fruits of combinations
  Analysis in the next sections
  (2). Essential Differences Between Tangible and Intangible Property in the Context of Combinations
  (3). Specification (`Specificatio')
  Definition
  Rules as to ownership
  Application of specification to tangible and intangible property
  (4). Accession (`Accessio')
  Definition
  Rules as to ownership
  Application of accession to tangible and intangible property
  (5). Mixtures
  Definition
  Application of the rules relating to mixtures to intangibles
  Rules for determining ownership mixtures
  problem of overdrawn bank accounts
  29. In Rem Claims: Following and Tracing
  A. Overview of the Chapter
  B. Owner was Unlawfully Deprived of Property that He Owned: The Need for a `Proprietary Base'
  (1). Valid Transfer of Property Precludes Following or Tracing
  (2). Non-Valid Transfers of Property: Establishing the `Proprietary Base'
  (3). Principle of Abstraction
  (4). Retained Legal Ownership
  Theft
  Failure to meet one of the essential pre-conditions to transfer the property
  Deficiency in the contract that is the cause of the transfer
  (5). Retained or Vested Equitable Ownership
  Terminology
  (6). Who is the Owner of the Property?
  C. Following
  (1). Elements of a Following Claim
  D. Tracing
  (1). Tracing Distinguished from Following
  (2). Benefits of a Tracing Claim
  Contents note continued: (3). `Clean' and `Mixed' Substitutions
  Clean substitutions
  Mixed substitutions
  Explaining tracing through the rules relating to priorities and the rules relating to the extinction of things
  (4). Tracing Claim is Determined by the Interplay of the Rules Relating to Priorities and the Extinction of Things
  Relevance of the rules relating to the extinction of property
  relevance of the rules relating to priorities
  E. Conclusions
  (1). Tracing as a Part of the Law of Property
  (2). Claim, Remedy, or Neither?
  (3). Different Rules at Law and in Equity
  30. In Personam Claims Protecting Property
  A. Overview of the Chapter
  B. Common Law Personal Proprietary Claims
  (1). Introduction
  (2). Proprietary Torts
  Trespass
  Conversion
  Reversionary injury
  Detinue
  Negligence
  effect of the Torts (Interference with Goods) Act 1977
  (3). Proprietary Torts Do Not Protect Intangibles or Money
  Proprietary torts generally
  tort of conversion does not protect interests in choses in action
  tort of conversion does not protect interests in choses in money
  Trespass
  Reversionary injury
  C. Equitable Personal Proprietary Claims
  (1). Introduction
  (2). Knowing receipt
  (3). Dishonest assistance
  D. Conclusion
  31. Multiple Claims and the Avoidance of Multiple Recovery
  A. Overview of the Chapter
  B. Permissibility of Multiple Claims
  C. When is the Owner Confined to a Single Claim or Remedy?
  D. Potential Claims After Satisfaction
  pt. VI SPECIAL REGIMES FOR TRANSFER
  Overview of Part VI
  32. Insolvency and Assignment
  A. Overview of the Chapter
  B. Statutory Assignment on Bankruptcy
  (1). Transfer of the Bankrupt's Estate to the Trustee in Bankruptcy
  objective
  relevant provisions in the Insolvency Act 1986
  Application of these provisions to choses in action
  C. Effect of Insolvency on the Rules of Assignment
  (1). Assignment of Future Earnings
  normal rule absent insolvency
  rule in an insolvency situation
  distinction between earned and unearned rights
  (2). General Assignments of Existing or Future Book Debts
  (3). Champerty and Maintenance: The Insolvency Exception
  Statutory provisions
  Outright assignments
  Assignments that are not outright
  Causes of action vesting directly in the trustee/liquidator
  (4). Set-off
  Bankruptcy set-off
  Insolvency set-off
  Insolvency set-off and assignments
  33. Involuntary Transfers
  A. Overview of the Chapter
  B. Subrogation
  (1). Nature of the Remedy
  apparent transfer of rights
  Subrogation and unjust enrichment
  (2). Where the Subrogation Remedy is Available
  (3). Subrogation and Insurers' Claims
  (4). Limits of the Remedy
  Contractual modification or exclusion
  Statutory exclusion
  Indirect enforcement of ineffective transactions
  Champerty and maintenance
  Subject to equities
  C. Divorce and Dissolution
  D. Succession
  pt. VII SECURITY
  34. Security Over Intangibles
  A. Overview of the Chapter
  B. Types of Security
  (1). Pledge
  (2). Lien
  (3). Mortgage
  (4). Charge
  C. Classification and Characterization
  (1). English Law Approach to Classification
  first stage: construction
  second stage: classification or characterization of the transaction
  (2). Difficult Questions in the Classification of Securities
  distinction between pledge, lien, charge and mortgage
  distinction between mortgages, and charges and other transactions
  Fixed and floating
  Fixed and floating mortgages and charges
  D. Security Over Intangibles and Future Assets
  (1). Manner in which Securities are Held and Dealt with
  Electronic forms of transfer
  (2). Securitization
  E. Security and the Need to Deal with Assets
  F. Problem of Charge-Backs
  G. Presenting a `True and Fair View': Registration
  (1). Importance of Registration
  (2). UK Registration Regime
  (3). Foreign Corporations
  (4). Registration under the Companies Act and the Specialist Registers
  pt. VIII CONFLICT OF LAWS
  35. Assignments and the Conflict of Laws
  A. Overview of Chapter
  B. Jurisdiction
  (1). Introduction
  (2). Scope of the Brussels Regulation
  Temporal scope
  Material scope
  (3). Application of the Brussels Regulation to the Assignment of Choses in Action
  (4). Jurisdiction Selection Rules of the Brussels Regulation
  (5). Residual Application of the Common Law
  C. Choice of Law
  (1). General Approach to Choice of Law Questions
  (2). Choice of Law Rules Applicable to Choses in Action and Assignments
  (3). Assignment Provisions of the Rome I Regulation: Article 14
  Article 14 framework
  differences between Article 14 of the Regulation and Article 12 of the Convention
  (4). Article 14(1): The Proper Law of the Assignment
  What is an `assignment' under Article 14(1)?
  Application of Article 14 to the assignment of rights not otherwise governed by the Rome Convention
  Issues covered by Article 14(1)
  (5). Article 14(2): The Proper Law of the Chose
  scope of Article 14(2)
  meaning of the `law governing the assigned or subrogated claim'
  Choses falling within the Rome I Regulation
  Choses falling outside the Rome I Regulation
  (6). Assignments and Choses Outside the Rome Convention
  law applicable to contractual questions where the Rome I Regulation does not apply
  Capacity
  Leases
  Rights of action
  Securities
  Intellectual Property
  Trusts
  Negotiable instruments.