What question did Tennant v. Stanley answer?

Whether trustees, under a will allowing investment in ‘any corporation or company’, could invest in UK companies trading abroad and in foreign companies.

How did the court define ‘company’?

No strict technical meaning. It means a large association not aptly called a firm, and members can transfer interests without consent of all.

Could trustees invest in foreign corporations?

Yes. They could invest in UK-incorporated companies doing business abroad (Class A) and in companies incorporated outside the UK (Class B).

Why were examples like New York Central and Canadian Pacific used?

To show how the words cover large, incorporated bodies beyond local UK entities, including overseas railways.

What is the key takeaway for trustees?

Broad investment power in a will can cover both domestic and foreign corporations, if the wording is wide like ‘any corporation or company’.

tennant-v-stanley-in-re-stanley

Quick Summary

The will allowed trustees to invest in “any corporation or company.” The court said these words are broad. Trustees may invest in (A) UK companies even if they trade abroad, and (B) companies formed outside the UK. “Company” here means a large association, not just a firm, where a member’s interest can be transferred without every member’s consent.

Trustee Powers Corporation or Company UK & Foreign Investments

Issues

Does the will’s wording cover UK companies that operate abroad (Class A)?
Does it also cover companies formed outside the UK (Class B)?
What do the words “corporation or company” include?

Rules

“Corporation or company” includes incorporated or unincorporated bodies that are municipal, commercial, or otherwise, and not just a small “firm”.
Size and transferability matter: large associations; a member’s interest can be transferred without consent of all.
Examples: New York Central Railway (US) and Canadian Pacific Railway (Canada) fit within the words.

Facts (Timeline)

Timeline illustration for Tennant v. Stanley facts

Will: Sir Henry Morton Stanley empowered his trustees to invest in stocks, funds, and securities of “any corporation or company.”

Understanding: Trustees were sure about UK-incorporated bodies doing business in the UK (including then British colonies).

Doubt: Could they invest in UK companies trading abroad (Class A) and non-UK companies (Class B)?

Dispute: Question taken to court for a clear ruling on the width of the investment power.

Arguments

For Broad Power

Words “any corporation or company” are wide.
Commercial sense: large bodies, not just firms.
No limit by place of business if the entity fits the description.

For Narrow Power

Wording should be read with local focus.
Foreign bodies may carry extra risk.
Trustee duty suggests cautious limits.

Judgment

The Court held that the wording is broad. “Company” has no strict technical meaning. It points to large associations, not a simple firm, and interests can be transferred without the consent of all members. Therefore trustees may invest in Class A (UK companies trading abroad) and Class B (non-UK companies).

Buckley J stressed that English companies are identified by incorporation method, not where they trade. So Class A is clearly covered. With the same logic, Class B is also within the grant.

Ratio

Read the settlor’s words in a practical, commercial way.
“Corporation or company” covers large associations beyond small firms.
Place of business is not the key; the nature of incorporation is.

Why It Matters

Trustees often face global options. This case shows that broad words in a will allow global investments, if the body fits as a “corporation or company.” It guides trustees to read powers by substance, not by geography.

Key Takeaways

Broad words → broad investment reach.
Company ≠ small firm; look for large association traits.
Transferability without unanimous consent is a key sign.
UK incorporation is about method, not trading location.

Mnemonic + 3-Step Hook

Mnemonic: “BIG & BORDERLESS” — BIG bodies, not firms • BORDERLESS scope: UK-abroad (A) and foreign (B).

Read the power: “any corporation or company.”
Check traits: large association; transferable interests.
Apply globally: UK abroad (A) and non-UK (B).

IRAC Outline

Issue

Do the words permit investment in UK companies trading abroad and in foreign companies?

Rule

“Corporation or company” covers large associations; interests are transferable without unanimous consent.

Application

English companies are identified by incorporation, not by trading place; wording is wide enough to include foreign bodies too.

Conclusion

Trustees may invest in Class A and Class B companies under the will.

Glossary

Corporation or Company: A large association, often incorporated, not merely a small firm.
Transferability: A member’s interest can be transferred without consent from all members.
Trustee Investment Power: Authority given to trustees by the will or trust deed to invest trust money.