8. General rules about Transfers of Property

(1) If there is a consensual Transfer of Property, title is Transferred to the Transferee at the time that the Transferor and the Transferee mutually intend it to be Transferred.

(2) In establishing the intention of the Transferor and the Transferee regarding the intended time of Transfer, regard must be had to the terms of any contract or other agreement or arrangements between the Transferor and the Transferee, the conduct of the Transferor and the Transferee, and the circumstances of the case.

(3) If the Transferor and the Transferee both intend that title to the Property should pass but intend it to pass at a different times (or, if there are multiple Transferors and Transferees, there are differences of intention about the time of Transfer between any of Transferors or Transferees), title passes at the last of the intended times, and until that time no title passes.

(4) A purported Transfer is ineffective without the consent of the Transferee. The Transferee’s consent may be explicit or implied, and may be given immediately or retrospectively.

(5) If a Person (A) intends to Transfer Property to another Person (B) without B’s knowledge or consent, B may accept the attempted Transfer when B discovers it and, if B does so, title to the Property is Transferred to B as if B had intended the Property to be Transferred at the same time as A. However, if A rescinds the attempted Transfer at any time before B’s discovery of it, B cannot subsequently accept the Transfer.

(6) Title to Property may not cease to exist. Once a Person acquires title to Property, the Person remains the owner of the Property until it is either Transferred or destroyed.

(7) A Person (the first Person) may abandon Property if the Person intends that any other Person who appropriates it may become owner of it at the time of appropriation. However, until an appropriation is made by another Person the first Person remains the owner of the Property.

9. Gifts

If Property is Transferred by a Person to another Person by way of gift, it is presumed that the intention of the parties is that title to the Property should be Transferred to the other Person unless a contrary intention can be proved.

10. Partly effective Transfers

(1) If Property is Transferred by a Person who is not its owner, and who does not Transfer it under the authority or with the consent of the owner, the Transferee acquires no better title to the Property than the Transferor had.

(2) If a Transferee enters into a Transfer of Property as described in subsection (1) in circumstances where, as a direct result of anything said or done by the owner, the Transferee believes in Good Faith that the Transferor either is the owner or is acting under the authority or with the consent of the owner, the Transferee acquires the title that the Transferee would have acquired had the Transferor been acting under the authority or with the consent of the owner.

(3) If a Contract of Sale is for unascertained Property, title to the Property is not Transferred to the Transferee unless and until the Property is ascertained.

(4) If by a Contract of Sale the Transferor purports to effect a present Sale of future Property, the contract operates as an agreement to Sell the Property.

11. Transferor with voidable title

If the Transferor of Property has a voidable title to the Property, but the Transferor’s title had not been avoided at the time of the Transfer, the Transferee acquires a good title to the Property if the Transferee buys it in Good Faith and without notice of the Transferor’s defect of title.

12. Transferor with incomplete title

(1) This section applies if a Person owns Property in which there is an existing Third Party Property Interest and is in possession of the Property or of documents of title to it.

(2) The Delivery or Transfer by the Person, or by an agent acting for the Person, of the Property, or documents of title to it, to any Person receiving the Property, or documents of title, in Good Faith and without actual or deemed notice of the existence of the Third Party Property Interest has the same effect as if the Person making the Delivery or Transfer were expressly authorised by the owner of the Third Party Property Interest to make the Delivery or Transfer.

13. Transferor with no title

(1) This section applies if a Person obtains possession of Property or documents of title to Property with the consent of the owner or lawful possessor of the Property or documents.

(2) The Delivery or Transfer by the Person, or by an agent acting for the Person, of the Property, or documents of title to it, to any Person receiving the Property or documents in Good Faith and without actual or deemed notice of any Third Party Property Interest has the same effect as if the Person making the Delivery or Transfer were expressly authorised by the owner of the Property to make the Delivery or Transfer.

14. Application of Part 2

This Part is subject to the provisions of the following Parts:

1. (a) Part 5 (Investment transactions: general);
2. (b) Part 6 (Transfers of Investments);
3. (c) Part 7 (Transfers of Certificated and Uncertificated Investments).