Goel v Pick

A vehicle registration mark is assigned to a vehicle through statutory machinery. A private arrangement cannot transfer the mark independently of that machinery. The ability to seek a transfer is not a chose in action, and cannot be assigned as such. A granted right of retention is separately capable of analysis as a chose in action, but its transfer is prohibited by regulation 13 of the Retention of Registration Marks Regulations 1993.

Equitable relief requires an identifiable proprietary interest. A contractual claim sounding only in damages leaves the claimant an unsecured creditor. For preference purposes, parties to a single venture remain associates while partnership affairs are being wound up.

The appeal concerned a vehicle registration mark formerly assigned to a car kept by a bankrupt solicitor. The appellant had financed and undertaken work connected with a property venture with the bankrupt. In June 2002, the bankrupt wrote confirming the sale of the mark in consideration of sums said to be due.

The bankrupt later obtained a right of retention, naming the appellant as nominee, but did not complete the documents needed to exercise it before his bankruptcy. The trustee rejected the appellant’s claim and argued alternatively that the disposition was a preference under section 340 of the Insolvency Act 1986. The issues were whether any proprietary interest had passed and, if so, whether the disposition could be avoided.

1. Appeal dismissed. The statutory machinery for transferring a vehicle registration mark had not been operated. The bankrupt obtained a right of retention but did not exercise it in favour of the appellant or at all. The nomination did not itself confer rights in the mark.
2. The supposed assignment failed because the subject matter described as the right to the mark was only the ability to resort to the regulatory machinery. That ability was not a chose in action and, even if it could be so characterised, it could not be assigned independently of the regulations. A right of retention, once granted, might more readily be described as a chose in action, but no such right existed when the letter was written and regulation 13 expressly prohibited its transfer.
3. Proprietary estoppel could not assist. No identifiable item of property was subject to the alleged estoppel, and there was no evidence that the bankrupt stood by while the appellant acted to his detriment. The court agreed with the result below on assignment and equitable relief, but rejected the reasoning that an imperfect assignment could be completed only if the debtor had done everything necessary to assign the mark. Re Fry was inapposite because the rule against perfecting an imperfect gift applies to voluntary dispositions, whereas the alleged disposition here was for valuable consideration.
4. Only a proprietary right could assist the appellant in the bankruptcy. A merely contractual claim remediable in damages would leave him an unsecured creditor.
5. If the mark had passed, the disposition would have been a preference. The parties remained partners, and therefore associates under section 435(3) of the Insolvency Act 1986, for the purpose of winding up their single property venture. The statutory presumption of the requisite desire under section 340(4) applied and had not been rebutted. The court would therefore have set aside the disposition under section 340, although that issue did not arise on the actual finding.

• High Court (Chancery Division): Appeal from an order of Mr Deputy Registrar Schaffer dated 16 December 2005. The appeal was dismissed.