Equitable Assignment in UK Law

Where there is a contract between A and B, and A makes an equitable but not a legal assignment of the benefit of that contract to C, this equitable assignment doesnot put C into a contractual relation with B; and, consequently, C is not in a position to exercise directly against B any right conferred by the contract upon A.

That there is a long-standing practice that, before giving judgment in an action at the suit of an equitable assignee, the court will normally require him to bring his assignor before the court is beyond doubt. The concept behind the rule is that the debtor should not be put in double jeopardy.

That an equitable owner may commence proceedings alone, and may obtain interim protection in the form of an interlocutory injunction, is not in doubt; but it was always the rule of the Court of Chancery, and is (I think) the rule of the Supreme Court that, in general, when a plaintiff has only an equitable right in the thing demanded, the person having the legal right to demand it must in due course be made a party to the action (Daniell's Chancery Practice, 7th ed., vol.

It has long been the law, where insurers have paid a claim, that they stand in the shoes of the assured in order to recover anything which is relevant to that claim. The law has long been that subrogation entitles the insurers to bring an action in the name of the assured against the wrongdoer to recover anything that is recoverable. The reason for that is that the right of action is vested in the assured. It is a straightforward statement that a nonexistent party cannot be party to an action.

Such transfer can only be effected by a legal assignment to the insurers, as happened in the case in 1965 before Mr Justice Roskill (as he then was) to which my Lord has referred. All that he can do, as my lord has said, leaving aside the novel suggestion made in relation to section 654 of the Companies Act, is to apply to have the company restored to the register.

In my judgment, the correct analysis, given the facts which I have set out above, was that Mr. Khoury, as the controlling shareholder in the CCC group, with Mr. Sabbagh's blessing, had the necessary actual authority to enter into the 1992 Agreement on behalf of whichever one or more company, or companies, within the CCC group was the appropriate corporate entity to agree to grant Mr. Masri an interest in the Concession.

There can in principle be no distinction between the case where the donor declares himself to be sole trustee for a donee or a purpose and the case where he declares himself to be one of the Trustees for that donee or purpose. In both cases his conscience is affected and it would be unconscionable and contrary to the principles of equity to allow such a donor to resile from his gift.