Hunter v Moss [1994] 1 WLR 452

Moss held 950 shares in a company whose issued capital comprised 1,000 shares of the relevant class. He declared that he held 5% of the company's share capital, meaning 50 shares, on trust for Hunter. He did not select particular numbered shares or segregate 50 from his larger holding. When the alleged trust was disputed, Moss argued that its subject matter was uncertain. The dispute required comparison with cases in which customers claiming goods from an undivided bulk had failed to establish ownership because their particular goods had not been identified.

Was a trust of 50 shares out of a larger holding in the same class and company invalid because the particular shares had not been identified?

The Court of Appeal upheld the trust. Dillon LJ regarded the specified number of identical shares in one class of one company as sufficiently certain without a further act of segregation. He distinguished Re London Wine, which concerned identifying tangible goods within a bulk, and drew support from the ability to leave a specified number of shares by will. The judgment did not dispense with the need to identify the company, class and quantity of the trust property. Nor did it decide that every kind of intangible asset can be placed on trust without identification. Its reasoning concerned a quantified entitlement to interchangeable shares within an identified holding.

A trust of a specified number of identical shares in the same class and company can satisfy certainty of subject matter without segregating particular shares. Hunter v Moss should not be generalised into an exemption from identification for all intangible property.

Hunter is frequently examined alongside Re London Wine and Re Goldcorp to explore the treatment of unallocated assets. The useful distinction is not simply physical versus intangible property, because the nature and identification of the proposed interest still matter. The case supports the particular share trust before the court and has attracted debate about its reasoning. It does not validate an undefined promise of some shares or an unspecified part of mixed investments.