by Gary Hunt
•
14 February 2026
The first piece of our legal publishing The Engine Room of Global Modern Selfcare Economies and the Consumer Landscape The Capability Economy: Health Resilience as the Next Investable Infrastructure Class From JPM 2026 to Davos 2026, markets converge: durable growth demands human capability over labour supply. A Culture of Triumphant Living is increasingly being recognised as the New Currency of Power. We are the world’s most Valuable Modern Selfcare, Consumer Goods, and Consumer Healthcare Asset, Consumption Superpower and Mega force for Progress Our Modern Self-care, Consumer Goods, and Consumer Health Assets, Value Proposition, Framework, and key focus areas—driven by my 20+ years of Healthy Structural Performance, Operational Resilience, and Efficacy— are powerful, transformative, it's policy rich and truly seminal and deeply rooted in Human Agency, & Economics that supports a Culture of Triumphant Living. They represent a major force in shaping and defining the global Consumer and Economic landscapes The Global Structure Diamond International and Advocacy, and The Global Structure Network Limited are trusted to lead— by Consumers, CEOs, Stakeholders and Industry. Investors, Stakeholders and Brands can directly contact us here: info@theglobalstructurenetwork.com gary@gsdiandadvocacy.co.uk gary@theglobalstructurenetwork.com https://theglobalstructurenetwork.com/how-to-engage-us Opportunity, Affordability, and Equality of Opportunity For the latest Sector News, visit here: https://www.gsdiandadvocacy.co.uk/news The Global Structure Network Limited — a pioneering, global new type of consumer-to-thrive market maker — together with its complementary engine, The Global Structure Diamond International & Advocacy, the world's first Global Consumer Brain Trust. Who We Are: The Global Structure Network Limited www.theglobalstructurenetwork.com and The Global Structure Diamond International & Advocacy represent a transformative global Consumer Framework and ecosystem — purpose-built to unlock the full potential of the Modern Selfcare economy. We are: A Consumer Brain Trust: A resource for individuals worldwide who aspire to a Culture of Triumphant Living — where development, health, and capability enhancement drive personal and collective advancement. A Global Marketplace: Facilitating commerce, innovation, and investment in Modern Selfcare products, services, and capital — connecting consumers, creators, and investors across borders. A Platform for Exchange: Where consumers see an extension of their priorities and ambitions, and businesses discover opportunity across markets, sectors, and cultures. Our Doctrinal Pillars: Redefining the Boundaries of Ambition Innovations for Consumers and Patients to Thrive Through: Affordability Financial Longevity Belonging Opportunity & Equality of Opportunity Our Values: We do not build programmes; we architect systems. Our values are not aspirational slogans — they are the operational logic of a civic infrastructure designed to reconstitute how societies conceptualise health, capability, and consequence. We architect civic infrastructure not to manage crisis, but to proliferate capability, consequence, and belonging. Structural Belonging We design for authorship, not access. Belonging, in our framework, is infrastructural — embedded in the systems that enable individuals and communities to shape, not simply navigate, the civic and economic landscapes around them. Regenerative Value as Doctrine We treat populations as regenerative portfolios — capable of compounding civic, fiscal, and ecological value. Our work reframes health, education, and capability as productive assets, not liabilities to be managed. Interdisciplinary Intelligence We operate across domains — linking economics, psychology, design, and governance into coherent systems. This synthesis allows us to build infrastructures that are technically sound, culturally resonant, and institutionally scalable. Consequence-Driven Design We design with intentionality. Every intervention is legible to long-horizon impact, civic resilience, and structural coherence. We resist the aesthetics of innovation for its own sake; we pursue design as consequence. Quiet Authority We do not trade in spectacle. Our voice is layered, reflective, and structurally grounded — inviting engagement through rigour, not noise. We carry critique, but it is embedded in systems that speak for themselves. Civic Ambition We elevate wellbeing beyond clinical metrics. Triumphant Living, in our lexicon, is a civic ambition — realised through embedded capability, operational resilience, and structural authorship across goods, services, and governance. Institutional Scalability We build systems that are legible to capital, policy, and governance. Our infrastructures are designed to be adopted by ministries, development banks, and ESG investors — without dilution of vision or complexity. Prevention as Strategy and Doctrine We embed prevention into fiscal architecture and public policy — not as an adjunct, but as economic logic. We treat upstream interventions as strategic levers for long-term productivity and civic enablement. Our Vision Is Structured Around Four Core Pillars: Redefining the Boundaries of Ambition Performance, Productivity and Prosperity Human Capital Formation A Cultural Platform Our Major Areas of Foci: Neurological Wellbeing Metabolic Wellbeing Immune System Wellbeing Healthy Ageing Human Services Together, we form what we call the Consumer Internet — a dynamic infrastructure for productivity, prosperity, and empowerment. This is the underlying infrastructure of a redefined global consumer landscape. It enables: The flow of products, services, and capital in a new capability economy The scale-up of preventive, developmental, and capability-enhancing solutions The integration of consumer empowerment, affordability, and agency into system-level design A resilient platform, aligned with private growth for the public good. At our core, we are a global Modern Selfcare Branded marketplace — delivering branded products, services, and consumer capital in service to Wealth Creation Assets, Health, and Development. Our model spans everything from over-the-counter consumer health and Modern Selfcare items to food, clothing, cosmetics, and beverages — touching every sector that defines the Modern Selfcare economy. https://www.gsdiandadvocacy.co.uk/the-global-structure-network-limited-and-the-global-structure-diamond-international-and-advocacy-stand-as-islands-of-conscious-consumer-power-amidst-a-sea-of-transactions-across-the-global-consumer-la Modern Selfcare landscape: Men’s Health Healthspan Longevity Lifestyle Drinks Consumer Health and Development Skin immunology and Skin Care Selfcare, Consumer Goods, and Consumer Health Print and other Media Nutraceuticals Nutricosmetics Organic Nutrition Agriculture Complementary and Integrative Health Value-Based-and-Integrated Care Food is Medicine Consumer Goods with new, unique, and distinct Value Propositions. Medically Tailored Meal Programmes Life Science OTC Wellness and Wellness Infrastructure The Brain Economy Human Services upstream and downstream interventions, just to name a few For investors, this represents a structurally advantaged opportunity to participate in the rise of a new economic paradigm — one that is consumer-led, policy-aligned, and globally scalable. We are not simply launching products; we are activating an ecosystem designed to deliver long-term value, cultural relevance, and commercial resilience. Who we Are, How we Partner, and What we Value is — for us — a Competitive Edge, a critical Value Driver, a Strategic Distinction, and a Market-Defining Strength. We are committed to building significant and enduring initiatives with CEOs, investors, and companies that share our ambition, align with our agendas, and uphold our values. Building a company of this scale is demanding, yet we have done the difficult work of transforming our vision into a tangible and investable reality. https://theglobalstructurenetwork.com/f/investing-in-living-better-for-longer-%E2%80%94-a-reality-not-a-concept Today, strategic partnership is central to our agenda. By aligning with investors, industry leaders, and policy stakeholders who share our ambition, we do not simply accelerate growth — we co‑create it. These partnerships are reciprocal, reinforcing one another and ensuring that value flows in both directions: strengthening our expansion while enhancing and amplifying social, structural, and economic value for those who join us. This approach embeds intimacy and consequence into collaboration. Every partnership enhances the long‑term value of our Modern Self‑care mission — creating scalable opportunities, driving sustainable performance, and positioning all participants as co‑authors of a redefined global consumer economy. Remember, we don’t give our voice to anyone. Let’s connect. Contact us:info@theglobalstructurenetwork.com | gary@gsdiandadvocacy.co.uk | gary@theglobalstructurenetwork.com Restoring Commercial Certainty: Fixed Charges, Floating Charges, and the Restoration of Holroyd — Why Control Is Evidential, Not Constitutive I originally wrote this paper in 2024 while studying for one of my LLM modules. At the time, I was working through past exam papers and using them as a way to test and deepen my understanding of the law on fixed and floating charges. What began as revision notes gradually evolved into a full doctrinal analysis — and eventually into the paper you’re reading now. I decided to share it more widely because the topic continues to generate confusion, and I felt the work might help others navigating the same questions I once wrestled with. Abstract This paper challenges the modern orthodoxy that a fixed charge over book debts requires the creditor to exercise operational control over the debtor’s bank accounts. That orthodoxy, rooted in Re Spectrum Plus Ltd and Agnew v Commissioner of Inland Revenue (Re Brumark Investments Ltd), has obscured the doctrinal foundation of English security law. Drawing on Holroyd v Marshall, the Law of Property Act 1925, the Law of Property (Miscellaneous Provisions) Act 1989, National Provincial Bank v Ainsworth, Saunders v Vautier, and Re Lehman Brothers International (Europe), this paper demonstrates that a fixed charge arises through equitable attachment and trust, not through blocked accounts or segregation. Once a book debt comes into existence, the mortgagee acquires a vested equitable proprietary interest, and the mortgagor holds the legal title as trustee. By contrast, a floating charge is non‑proprietary until crystallisation. The paper concludes that the blocked‑account doctrine is a misinterpretation: control is evidential rather than constitutive, and commercial certainty is restored when the law returns to its equitable foundations. 1. Introduction The law of fixed and floating charges has long been thought uncertain. Much of this perceived uncertainty stems not from doctrinal ambiguity, but from a shift in emphasis that occurred in Agnew v Commissioner of Inland Revenue (Re Brumark Investments Ltd) [2001] UKPC 28 and Re Spectrum Plus Ltd [2005] UKHL 41. These decisions encouraged a focus on operational control — particularly the management of bank accounts — rather than on the proprietary architecture that has governed English security law since the nineteenth century. The result has been a generation of commentary and practice that treats “control” as the constitutive element of a fixed charge. This paper argues that this approach is mistaken. The doctrinal foundation laid down in Holroyd v Marshall (1862) 10 HLC 191 remains the governing principle: a specifically enforceable agreement to charge future property creates an immediate equitable interest that attaches automatically when the asset comes into existence. That attachment gives rise to a trust, with the mortgagor holding the legal title as trustee and the mortgagee as beneficiary. The trust is not contingent on blocked accounts, segregation, or operational restrictions. It arises because equity treats as done that which ought to be done. John Donne’s reflection in Meditation XVII — “No man is an island, entire of itself” — captures the point. A security interest cannot be understood in isolation from the legal ecosystem that sustains it. A charge is not an island; it is part of a wider architecture of trusts, statutory rights, equitable doctrines, and commercial expectations. When courts drift from that architecture, confusion follows. When they return to it, certainty is restored. When the law is viewed through this lens — reinforced by the Law of Property Act 1925, the Law of Property (Miscellaneous Provisions) Act 1989, T ailby v Official Receiver (1888) 13 App Cas 523, National Provincial Bank v Ainsworth [1965] AC 1175, Saunders v Vautier (1841) 4 Beav 115, and Re Lehman Brothers International (Europe) [2012] UKSC 6 — the distinction between fixed and floating charges becomes clear. This paper restores that architecture. It demonstrates that the fixed charge over book debts operates through equitable attachment and trust, not through administrative control of bank accounts. By synthesising Holroyd v Marshall with Saunders v Vautier, the analysis reveals that the mortgagee’s proprietary interest arises automatically and is enforceable without debtor cooperation. This reframing corrects the doctrinal drift created by Agnew and Spectrum Plus, aligns English law with comparative systems, and provides a commercially workable framework for secured lending. The argument is both restorative and innovative : it returns fixed‑charge doctrine to its equitable foundations while offering a new conceptual lens through which to understand the distinction between fixed and floating charges. The significance of this doctrinal reconstruction is not merely conceptual but profoundly commercial. The legal questions addressed in this paper sit at the centre of a financing ecosystem of enormous economic scale . Recent industry data places global factoring and invoice‑finance turnover at approximately £3.1 trillion per year, and when the wider receivables‑finance universe is included—asset‑based lending secured on receivables, revolving credit facilities backed by accounts receivable, trade‑receivables securitisation, supply‑chain finance programmes, and corporate receivables‑purchase facilities—the global market is widely estimated to exceed £4–5 trillion annually , with growth projected at 7–10% per year into the 2030s. Europe is the largest regional market in the world, generating well over £2 trillion in annual factoring and invoice‑finance turnover, and £2.5–3 trillion when ABL and securitisation flows are included . Within Europe, the United Kingdom is one of the most sophisticated receivables‑finance hubs: UK businesses draw on £20–30+ billion per year through invoice finance and asset‑based lending, and a further tens of billions of pounds through trade‑receivables securitisation documented under English law. In the United States, the factoring segment alone represents roughly £135 billion annually , while broader receivables‑backed secured lending—including ABL, AR‑secured revolvers, and trade‑receivables securitisation—reaches £300–400 billion per year . The doctrinal architecture governing fixed and floating charges over book debts therefore underpins a multi‑trillion‑pound global industry and a critical segment of the UK’s working‑capital infrastructure. Commercial certainty in this area is not a theoretical aspiration but a practical necessity: the stability and efficiency of modern secured lending depend on a clear, coherent, and historically grounded understanding of how proprietary interests in receivables arise. Beyond traditional factoring and invoice‑finance arrangements, the doctrinal analysis developed in this paper applies directly to the much broader universe of receivables‑backed secured lending. Asset‑based lending facilities, revolving credit lines secured on accounts receivable, and trade‑receivables securitisations all rely on the same legal architecture: the creation of a proprietary interest in present and future book debts through equitable attachment. The fixed/floating distinction therefore governs a vast range of commercial finance structures, from SME invoice‑finance to institutional securitisation programmes. The doctrinal clarity restored here is foundational to the legal certainty of all these markets. 2. The Judicial History of Fixed and Floating Charges 2.1 The Problem of Circulating Assets By the mid‑19th century, companies needed security over assets that changed constantly — stock, raw materials, and book debts. Traditional mortgages could not attach to these assets because they were not static. Equity intervened to solve this problem. 3 . Holroyd v Marshall: The Doctrinal Spine The foundational case is Holroyd v Marshall (1862) . It asked a simple but revolutionary question: Can a mortgage extend to future assets — assets that do not yet exist? The House of Lords said yes. Lord Westbury held: “Immediately on the new machinery being fixed or placed in the mill, they became subject to the operation of the contract and passed in equity to the mortgagees.” This principle — that a specifically enforceable contract can transfer a beneficial interest in future property — became the doctrinal spine of all later security over book debts. Why this matters Holroyd established that: a mortgage over future assets is valid the equitable interest arises the moment the asset comes into existence the mortgagor becomes a trustee of those assets for the mortgagee judgment creditors cannot defeat this equitable interest as confirmed in Tailby v Official Receiver (1888) 13 App Cas 523 In Tailby, the House of Lords held that a general assignment of future book debts creates an equitable interest that automatically attaches upon the debts coming into existence, and that this interest is effective against judgment creditors. Lord Macnaghten’s statement that such an equitable charge is “as effectual as a legal mortgage” cements Tailby as the direct doctrinal descendant of Holroyd, confirming that equitable assignments of future property carry full proprietary consequences. This is the legal foundation for fixed charges over book debts. Under the mechanism established in Holroyd v Marshall (1862) 10 HLC 191 , a specifically enforceable agreement to charge future property creates an immediate equitable interest which automatically attaches when the property comes into existence, with the mortgagor holding as trustee for the mortgagee. This structure is consistent with the Conway v White, 292 F 837 (2d Cir 1923) , which held that an equitable lien over after‑acquired property “springs into life” automatically upon acquisition, applying the maxim that equity regards as done that which ought to be done, and requiring no further act of appropriation. The same architecture is reflected in the Law of Property Act 1925, s.87(1), which confers on a charge by deed the same powers as if the mortgagee had been granted a legal mortgage, without displacing the equitable operation of a trust arising by contract. This doctrinal pattern is further reinforced by Tebb v Hodge (1869) LR 5 QB 406 (England) and Birch v Paramount Estates (Liverpool) Ltd [1983] 1 WLR 594 (England) , both of which confirm that a specifically enforceable contract creates an immediate equitable interest. The same principle appears in Commercial Banking Co of Sydney Ltd v RH Brown & Co (1972) 126 CLR 337 (High Court of Australia) , where the court recognised that equitable proprietary rights arise through attachment rather than control. New Zealand authority points the same way: Agnew v Commissioner of Inland Revenue (Re Brumark Investments Ltd) [2001] 2 AC 710 (PC , appeal from New Zealand), which emphasises the proprietary consequences of equitable assignment. Canadian jurisprudence aligns with this approach, particularly Royal Bank of Canada v Sparrow Electric Corp [1997] 1 SCR 411 (Supreme Court of Canada) , which affirms that proprietary rights arise through attachment rather than operational control. Section 2 of the Law of Property (Miscellaneous Provisions) Act 1989, which governs the enforceability of such contracts, completes this doctrinal picture. Together, these authorities confirm that the fixed charge arises through proprietary attachment via trust, not through operational control of bank accounts. 4. The LPA 1925: The Statutory Architecture The Law of Property Act 1925 modernised the law of mortgages. It abolished the old mortgage‑by‑conveyance and introduced two modern forms: 4.1 Mortgage by long lease (ss.85–86) The mortgagor grants the mortgagee a long lease as security. 4.2 Charge by deed by way of legal mortgage (s.87) This is now the dominant form. Under s.87(1), the mortgagee receives: rights of possession (s.52) statutory powers of sale (s.101) priority against later interests Why this matters for book debts A debenture that takes effect as a legal charge under s.87: creates proprietary rights gives the mortgagee immediate rights of possession allows the mortgagee to enforce against third parties provides the legal context for distinguishing fixed vs floating charges This statutory architecture is the technical frame of reference against which all later case law must be interpreted. 5 . The LP(MP)A 1989: Enforceability and Consideration Under s.2 LP(MP)A 1989, a contract to create a mortgage must: be in writing contain all express terms be signed be supported by consideration If no money is advanced: the deed is a mere representation no equitable mortgage arises no proprietary interest attaches This aligns with Lord Scott in Re Spectrum Plus Ltd [2005] UKHL 41 at [111]: “A floating charge is a representation until crystallisation because no proprietary obligation has yet attached.” These elements together explain why the proprietary interest arises through attachment, not through managerial control of proceeds. 5.1 Section 2 as the Holroyd Gateway Section 2 of the LP(MP)A 1989 is not a procedural formality; it is the statutory gateway through which the Holroyd v Marshall mechanism operates. Holroyd requires a specifically enforceable contract. Section 2 is the modern mechanism that makes such contracts enforceable. Once enforceability exists, equity compels performance by treating the mortgagor as trustee of the charged assets, and the equitable interest attaches automatically when the book debts come into existence. In short: s.2 → enforceability → specific performance → equitable obligation → trust attachment This is the doctrinal bridge between contract and property, and the foundation of the fixed charge over book debts. 6. Equitable Mortgages and Equitable Charges The distinction between equitable mortgages and equitable charges is central to understanding why Holroyd v Marshall governs the creation of proprietary rights over book debts. Both are creatures of equity, but only one transfers a beneficial interest. This section clarifies that distinction and prepares the ground for the application of the Holroyd mechanism in Re Keenan Bros Ltd. 6.1 Equitable Mortgages Equity recognises mortgages created by contract, even where formalities are incomplete. But this recognition is not automatic. An equitable mortgage arises only where: the contract is specifically enforceable, and consideration has been advanced. These are not procedural niceties; they are the doctrinal preconditions for equitable attachment. Once enforceability and consideration exist, equity treats the mortgagor as holding the property — present and future — on trust for the mortgagee. This is the Holroyd mechanism in operation. 6.2 Equitable Charges An equitable charge arises where: specific property is appropriated to a debt, but no legal charge is created. Unlike an equitable mortgage, an equitable charge: does not transfer title does not give possession does not automatically bind third parties is vulnerable to later legal interests This vulnerability is precisely why the fixed/floating distinction is commercially critical. A fixed charge (whether legal or equitable) transfers a beneficial interest. A floating charge does not. The difference determines priority, insolvency outcomes, and the scope of the chargor’s freedom to deal with assets. 6.3 Application of the Holroyd Mechanism: Re Keenan Bros Ltd [1986] BCLC 242 (High Court of Ireland) Re Keenan Bros Ltd is one of the clearest modern applications of the Holroyd v Marshall principle to book debts. Costello J held that the debenture created a fixed charge because the equitable interest passed to the mortgagee upon execution of the deed and the advance of consideration. The reasoning is doctrinally impeccable: The debenture satisfied LP(MP)A 1989, s.2, making the contract specifically enforceable. It satisfied LPA 1925, s.52(1), ensuring proper form. As a corporate security over present and future book debts — choses in action — it fell outside the Bill of Sale Acts, and therefore operated as an equitable mortgage in accordance with Holroyd v Marshall and Tailby v Official Receiver. Valuable consideration was advanced. The effect was that the beneficial interest in present and future book debts passed immediately to the mortgagee to the extent of the secured obligation. Under LPA 1925, s.87, the mortgagee acquired the same rights as if a legal mortgage had been granted, including: the right to possession the statutory power of sale Macnaghten’s statement in Tailby that an equitable charge over future book debts is “as effectual as a legal mortgage” finds its statutory counterpart in LPA 1925, s.87(1), which provides that a charge by deed by way of legal mortgage has the same effect as a mortgage by demise or subdemise under ss.85–86. Tailby therefore supplies the doctrinal bridge between Holroyd’s equitable‑attachment principle and the modern statutory fixed charge over book debts. These rights presuppose the existence of a proprietary interest. They do not create it. Accordingly, the mortgagor held the book debts on a fixed trust for the mortgagee — precisely the structure recognised in Saunders v Vautier and reflected in the American authority Conway v White (8th Cir) . The Blocked Account Point Costello J was explicit: the blocked account requirement was not the source of the proprietary interest. It was merely evidence of the parties’ intention to appropriate the book debts to the repayment of the loan. This is the key doctrinal point: Constitutive elements: enforceability, consideration, identifiable property, Holroyd trust. Evidential indicators: blocked accounts, segregation, banking mechanics The former create the proprietary interest. The latter merely illustrate intention. Re Keenan Bros Ltd correctly applied the Holroyd mechanism. The fixed charge arose through equitable attachment, not through operational control of the proceeds. This is the doctrinal high ground from which the later missteps in Agnew and Spectrum Plus must be assessed. 6.4 Why the Bills of Sale Acts Do Not Apply to Book Debts (Integrated with your requested Insolvency Act 1986 s 344 nuance) The Bills of Sale Acts regulate security over “goods and chattels”, meaning tangible personal property. Book debts are not goods; they are choses in action . Appellate authority and modern practice consistently treat receivables as intangible rights to payment, falling outside the substantive scope of the Bills of Sale regime. The proprietary effect of a security over book debts is therefore governed by equity and the modern property statutes — Holroyd v Marshall, the Law of Property Act 1925, and the Law of Property (Miscellaneous Provisions) Act 1989 — not by the nineteenth‑century Bills of Sale legislation. A well‑known wrinkle must be acknowledged. Under s 344 Insolvency Act 1986, general assignments of book debts by individuals or partnerships must be registered “as if” they were bills of sale. This does not mean that: book debts are goods the assignment is a bill of sale the Bills of Sale Acts apply substantively Rather, it reflects a procedural borrowing: insolvency law uses the Bills of Sale registration machinery to prevent secret assignments of receivables by unincorporated traders. This distinction is crucial: Substantive applicability Do the Bills of Sale Acts govern the proprietary effect of the assignment? → No. Procedural borrowing Does insolvency law require registration using the Bills of Sale machinery? → Sometimes, yes. The fixed charge over book debts therefore remains a creature of equity and the modern property statutes, not of the Bills of Sale Acts. 6.5 Comparative Confirmation This comparative pattern confirms the same principle across jurisdictions: attachment, not control, is the proprietary trigger. The United States, Canada, Australia, New Zealand, and Ireland all treat control as evidential rather than constitutive. In each system, the proprietary interest arises through equitable (or functional‑equivalent) attachment to identifiable property, not through blocked accounts or operational restrictions. Only the modern English cases — particularly Agnew and Spectrum Plus — depart from this orthodoxy by elevating control from an evidential indicator to a constitutive requirement. The comparative jurisprudence therefore reinforces the argument advanced in this paper: the fixed charge over book debts arises through equitable attachment, not through managerial control of proceeds. 6.6 The Equity of Redemption and the Structure of the Fixed Charge Every mortgage, whether legal or equitable, carries an equity of redemption. This principle applies equally to fixed charges over book debts. The mortgagor retains the right to redeem the secured assets upon repayment of the debt. This right is consistent with the trust structure created by Holroyd v Marshall: the mortgagor holds the legal title as trustee, but retains the equitable right to redeem. The existence of the equity of redemption reinforces the proprietary nature of the fixed charge. A floating charge has no equity of redemption because it creates no proprietary interest until crystallisation. The presence or absence of the equity of redemption therefore provides a doctrinal marker distinguishing fixed from floating security. 7. Proprietary Rights and the Ainsworth Test In National Provincial Bank v Ainsworth [1965] AC 1175, Lord Wilberforce held that a proprietary right must be: definable identifiable by third parties capable of assumption by third parties have some degree of permanence or stability Book debts satisfy all four criteria once they arise. This is why they can support a fixed charge. 7.1 Control and the Nature of the Proprietary Right The question whether a charge is fixed or floating does not turn on operational control of the proceeds but on whether the equitable interest has attached. Control may be relevant to administration or priority, but it is not the test for determining whether a proprietary right exists. The Ainsworth criteria focus on the characteristics of the right itself, not on the mechanics of how the debtor handles the asset. 7.2 Comparative Confirmation: Control Goes to Validity, Not Creation Courts in other common‑law jurisdictions have long recognised that control is relevant only to the validity of a security interest, not to the creation of a proprietary right. The United States Supreme Court made this distinction explicit in Benedict v Ratner, 268 U.S. 353 (1925) , holding that a security interest is invalid only where the debtor retains unfettered dominion over the collateral. This confirms that control is a question of illusory security, not a test for determining whether a proprietary interest has arisen. 8. Priority Rules 8.1 Legal mortgages Take priority over all later interests. 8.2 Equitable mortgages Lose priority to later legal interests unless the later party had notice. 8.3 Competing equitable interests First in time prevails (if equities are equal). This is why classification matters. 9. Future Property, Trusts, Liens, and Automatic Attachment 9.1 Future Property in Holroyd v Marshall The starting point is Lord Westbury’s analysis in Holroyd v Marshall. His reasoning establishes the mechanism by which equity deals with future property. The moment the future asset comes into existence: the equitable interest automatically attaches the mortgagor holds the legal title as trustee the mortgagee becomes the beneficial owner This is not optional. It is the inevitable legal consequence of a specifically enforceable obligation, whether arising under a contract supported by consideration or under a deed. Once enforceability exists, equity compels performance by treating the mortgagor as trustee of the future asset the instant it comes into being. The trust arises because equity regards as done that which ought to be done. This mechanism was not left standing on Holroyd alone. It was expressly reaffirmed and extended in Tailby v Official Receiver (1888) 13 App Cas 523 , where the House of Lords held that a general assignment of future book debts creates an equitable interest that automatically attaches when the debts come into existence. Crucially, Tailby confirmed that this equitable interest is effective against judgment creditors, with Lord Macnaghten observing that such an equitable charge is “as effectual as a legal mortgage.” Tailby therefore completes the doctrinal picture: future book debts fall into the equitable assignment the moment they arise, and the mortgagee’s proprietary interest is fully enforceable against third parties. Why this matters for book debts Book debts are the paradigm case of future property: they arise in the ordinary course of business they are identifiable they are traceable they satisfy the Ainsworth criteria for property Accordingly, once a book debt is created, it falls automatically into the trust created by the debenture. The equitable interest attaches by operation of law, not by managerial control or contractual policing of bank accounts. The mortgagor’s role is simply to hold the legal title until the mortgagee chooses to enforce its rights. This trust‑based structure sets the stage for the classical rule governing vested equitable interests. 9.1A Book Debts vs Proceeds: The False Distinction Spectrum Plus drew a distinction between the book debt itself and its proceeds, suggesting that a charge may be fixed over the debt but floating over the proceeds. This distinction is conceptually fragile. A book debt is a chose in action whose economic value lies entirely in its proceeds. To separate the debt from its proceeds is to separate the right from its content. Under the Holroyd–Tailby mechanism, the equitable interest attaches to the debt and to its traceable proceeds. The trust arises at the moment of creation, and the proceeds are held on the same trust unless expressly excluded. The debt/proceeds distinction therefore has no doctrinal foundation in equity and is inconsistent with Saunders v Vautier, Re Lehman, and the tracing rules in Foskett v McKeown. 9.2 The Saunders v Vautier Principle: Vested Equitable Interests and Beneficiary Control The trust created by Holroyd v Marshall does more than generate an equitable interest in future property. It also determines who controls that interest once it has attached. The key point is that the mortgagee’s equitable interest is vested, not contingent or discretionary. This triggers the classical rule in Saunders v Vautier (1841) 4 Beav 11 5. Under Saunders v Vautier, a beneficiary who is absolutely entitled may: call for the legal title, and compel the trustee to transfer the property. Applied to fixed charges, the consequences are clear. Once a book debt comes into existence, and the debenture creates a trust over its proceeds, the mortgagee holds a vested equitable proprietary interest. The mortgagor holds the legal title only as trustee. The mortgagee does not depend on the debtor’s cooperation or on operational control of bank accounts. Its rights arise through equitable ownership, not through managerial supervision. 9.3 Segregation and Modern Insolvency Law The Supreme Court’s decision in Re Lehman Brothers International (Europe) [2012] UKSC 6 confirms that segregation is not a precondition for the existence of a trust. The case concerned statutory trusts for client money, not security interests, but its reasoning is directly relevant. The Court held that client money is held on trust on receipt, even if it has not yet been segregated into a designated account. The implications are clear: segregation is not required for a trust to arise what matters is the existence of the trust obligation, not the mechanics of account management once a trust exists, the beneficiary’s interest is protected against the trustee’s creditors Applied to book debts, the analogy is straightforward. The moment the debt arises, and the debenture creates a trust over its proceeds, the mortgagee’s equitable interest is protected. The trust arises by operation of law through the Holroyd mechanism, not through the administrative device of a blocked or segregated account. This directly contradicts the “blocked account” doctrine. The protection flows from equitable ownership , not from operational control. 9.4 How the Debenture Creates a Proprietary Interest Automatically A debenture creating a fixed charge does not operate through lien mechanics. A lien in English law is a purely passive right to retain possession. It does not require a trust, does not confer a power of sale, and does not arise automatically from a security deed. It is fundamentally different from a fixed charge. A fixed charge operates through equitable proprietary attachment. Under the Holroyd mechanism, a debenture creates a proprietary interest automatically when: the deed (or specifically enforceable agreement) is executed value or consideration supports the secured obligation the future property (such as book debts) comes into existence The enforceability of such obligations under a deed was reaffirmed in Knightsbridge Estates Trust Ltd v Byrne [1939] AC 613 , confirming that long‑term mortgage obligations remain specifically enforceable in equity. At that moment: the mortgagor holds the asset on a fixed trust the mortgagee acquires a vested equitable proprietary interest the mortgagee’s statutory enforcement powers (including the power of sale) presuppose that proprietary interest This is the architecture of a fixed charge: automatic equitable attachment via trust, not a lien, and not a system of contractual control over bank accounts. This trust‑based mechanism explains why a fixed charge is proprietary from the moment of attachment. The floating charge stands in deliberate contrast: it does not attach, does not create a trust, and therefore does not confer proprietary rights until crystallisation. Section 10 examines this contrast. 10. Floating Charges: Why They “Float” 10.1 The nature of circulating assets Floating charges were developed to deal with assets that: change constantly are bought and sold in the ordinary course of business 10.2 What is a floating charge? Romer LJ in Re Yorkshire Woolcombers (1903): A floating charge: covers a class of assets that changes from time to time and the company may deal with them until crystallisation This definition was affirmed by the House of Lords in Illingworth v Houldsworth [1904] AC 355 , which described the floating charge as a security that “floats” over a shifting fund until crystallisation. 10.3 Why the charge floats Because it: does not attach does not create a proprietary interest does not restrict dealings does not bind third parties does not create a trust does not create a lien Lord Scott in Spectrum Plus: “a representation until crystallisation because no proprietary obligation has yet attached.” 10.4 How a floating charge is created A floating charge exists where: the chargor retains freedom to deal no trust is created no lien arises the charge does not attach 10.4A Freedom to Deal and the Floating Charge: A Doctrinal Reassessment The traditional test for a floating charge is said to be the chargor’s “freedom to deal” with the charged assets. This formulation, originating in Re Yorkshire Woolcombers and repeated in Illingworth v Houldsworth, has been misunderstood. Freedom to deal is not the cause of the floating charge; it is the consequence of the absence of proprietary attachment. A floating charge does not attach, does not create a trust, and does not confer a beneficial interest. Because no proprietary rights exist pre‑crystallisation, the chargor necessarily retains freedom to deal. The doctrinal sequence is therefore: no attachment → no trust → no proprietary interest → freedom to deal Modern cases invert this logic by treating freedom to deal as the test for classification. This reverses the Holroyd mechanism and obscures the true distinction: a fixed charge attaches; a floating charge does not. Freedom to deal is a symptom, not a criterion. 10.5 Crystallisation A floating charge crystallises when: the company goes into liquidation or administration the company ceases to be a going concern the chargee serves notice (express crystallisation clause) the debenture specifies an event (automatic crystallisation) Only then does it become proprietary. 10.6 Why a Floating Charge Is Structurally Weaker A floating charge is inherently weaker because it does not create a proprietary interest until crystallisation. Before that point, it is merely a contractual security interest that “hovers” over a shifting fund of circulating assets. The consequences are severe: No attachment: the charge does not bite on any specific asset until crystallisation. No binding effect on third parties: unsecured creditors and purchasers take free of the charge while it floats. Inferior priority: it ranks behind fixed charges and is vulnerable to statutory preferential claims. Exposure in insolvency: because no proprietary interest exists pre‑crystallisation, the chargee cannot assert ownership against the general body of creditors. As Lord Scott explained in Spectrum Plus, a floating charge is “a representation until crystallisation because no proprietary obligation has yet attached.” Its weakness is not accidental; it is the direct consequence of its non‑proprietary nature . 11. Blocked Accounts, Siebe Gorman, Spectrum Plus, and the Misinterpretation of the Law The modern confusion surrounding fixed and floating charges — particularly the idea that a fixed charge requires a “blocked account” — stems from a misreading of Siebe Gorman and a misunderstanding of the role of control in English security law. My understanding of this doctrinal error was sharpened by the Lexology analysis: “Fixed or floating charge? The importance of control” < https://www.lexology.com/library/detail.aspx?g=e6da545c-3011-45cc-9c62-9237877f7518 > The article highlights a critical point: control is evidential, not constitutive. English law does not require the creditor to police the debtor’s bank accounts. The fixed charge arises through equitable attachment, not through operational restrictions. This aligns with: Holroyd v Marshall: automatic equitable attachment Re Lehman: segregation not required for a trust Saunders v Vautier: vested equitable interests confer beneficiary control Spectrum Plus: control is relevant only to classification, not creation The blocked‑account doctrine mistakenly reverses the logic. It treats control as the source of the proprietary interest, when in fact the proprietary interest is what renders control unnecessary. 11.1 Holroyd Reference The doctrinal foundation in Holroyd v Marshall rests on the principle that a specifically enforceable obligation can transfer a beneficial interest in future property. Once such an obligation exists, equity compels performance by treating the mortgagor as trustee of the future asset the moment it comes into existence. This is the mechanism through which the equitable interest attaches automatically, without the need for further acts, control, or segregation. The error in Siebe Gorman Siebe Gorman has long been treated as the starting point for the modern fixed‑charge jurisprudence, but its reasoning contains a fundamental doctrinal omission. Siebe Gorman proceeded without recognising the Holroyd trust mechanism, and therefore misidentified control as the proprietary trigger. The court assumed that the blocked account requirement created the fixed charge. In reality, the blocked account was merely an evidential indicator of intention, not the constitutive mechanism by which a proprietary interest arises. By overlooking the Holroyd v Marshall principle — that a specifically enforceable contract supported by consideration creates an immediate equitable interest in future assets — Siebe Gorman grounded the fixed charge in banking mechanics rather than equitable attachment. This conceptual misstep set the stage for the later confusion in Agnew and Spectrum Plus, where control was elevated from an evidential factor to the defining criterion of proprietary classification. 11.2 The partial correction in Spectrum Plus Spectrum Plus overturned Siebe Gorman, but still treated blocked accounts as the test for a fixed charge. 11.3 Why the blocked‑account test is wrong Because: Holroyd uses a trust mechanism Ainsworth requires proprietary characteristics Lehman Brothers rejects segregation contractual control ≠ proprietary interest Re Lehman confirms trust on receipt suffices; segregation is evidentiary, not proprietary. 11.3A Why Spectrum’s Control Test Is Doctrinally Unsound Spectrum Plus is often cited for the proposition that a fixed charge requires the creditor to exercise operational control over the debtor’s bank account. This reading is doctrinally incomplete. The actual ratio of Spectrum is that classification is a matter of law, determined by the rights and obligations created by the instrument, not by the parties’ label. The House of Lords did not hold that control is constitutive of a fixed charge; it held only that the debenture in question, properly construed, did not transfer a proprietary interest. The doctrinal error lies in treating “control” as the proprietary trigger. Nothing in Holroyd v Marshall, Tailby v Official Receiver, the LPA 1925, or the LP(MP)A 1989 supports such a requirement. The proprietary interest arises through equitable attachment, not through banking mechanics. Control may be evidence of intention, but it is not the mechanism by which equity transfers a beneficial interest. The blocked‑account doctrine therefore mistakes an evidential indicator for a constitutive element. 11.4 Intention vs Characterisation: A Matter of Law, Not Label The courts have repeatedly held that the classification of a charge as fixed or floating is a matter of law, not intention. The parties’ label is irrelevant. What matters is the legal effect of the rights and obligations created by the instrument. This principle, affirmed in Spectrum Plus, aligns with the Holroyd mechanism: the proprietary interest arises through equitable attachment, not through the parties’ description of the charge. However, intention remains relevant as evidence of appropriation. A blocked account, segregation clause, or prohibition on dealing may indicate that the parties intended to create a fixed charge, but these features do not constitute the proprietary interest. They are evidential, not constitutive. The constitutive elements remain enforceability, consideration, identifiable property, and automatic attachment. 11.5 The correct test for a fixed charge A fixed charge exists where a specifically enforceable obligation creates an immediate equitable interest that attaches to identifiable property as it comes into existence. This reflects the Holroyd v Marshall mechanism: enforceability equitable obligation trust automatic attachment It does not depend on account control, segregation, or banking mechanics. The proprietary interest arises because equity compels performance of the obligation, not because the mortgagee restricts how the proceeds are handled. This is the correct doctrinal framework. 11.6 The Illusory Security Doctrine: Why Fixed Charges Do Not Require Control A recurring concern in the literature is that, without operational control, a fixed charge risks becoming “illusory” . This concern draws on two lines of authority. In Benedict v Ratner (1925) , the United States Supreme Court held that a security interest is invalid where the debtor retains unfettered dominion over the collateral. Similarly, Re Yorkshire Woolcombers (1903) recognised that a floating charge exists where the chargor is free to deal with the assets in the ordinary course of business. Both cases articulate the same principle: a security interest must involve a genuine proprietary constraint. If the chargor is entirely free to dispose of the asset, the security is not real. However, this doctrine does not support the blocked‑account test. The illusory security cases address situations where no proprietary interest ever attaches. By contrast, under the Holroyd v Marshall mechanism, a fixed charge creates an immediate equitable interest that attaches automatically when the book debt comes into existence. That attachment is a genuine proprietary constraint: the mortgagor holds the legal title as trustee, and the mortgagee acquires a vested equitable interest enforceable against third parties. The illusory security doctrine therefore reinforces, rather than undermines, the trust‑based model. A fixed charge is not illusory because it is not permissive: the proprietary interest attaches by operation of law. What is illusory is a purported fixed charge that lacks attachment — not one that lacks account control. The doctrine thus supports the conclusion that attachment, not control, is the constitutive element of a fixed charge. 11.7 Why account mechanics should never determine proprietary rights Bank account behaviour is: operational administrative contractual It is not proprietary. Thus: paying book debts into a bank account does not create a fixed charge blocking the account does not create a fixed charge allowing withdrawals does not create a floating charge The true test is proprietary attachment. 11.8 Why this matters for commercial certainty The blocked‑account doctrine created: uncertainty inconsistent case law unpredictable outcomes Returning to Holroyd restores: clarity predictability doctrinal coherence commercial certainty 12. Conclusion The law is not uncertain. It has simply been misread. The control‑based orthodoxy that emerged from Re Spectrum Plus Ltd [2005] UKHL 41 and the operational reasoning in Agnew v Commissioner of Inland Revenue (Re Brumark Investments Ltd) [2001] UKPC 28 has encouraged a focus on banking mechanics rather than legal structure. Yet the doctrinal foundation laid down in Holroyd v Marshall (1862) 10 HLC 191 remains unshaken. Any analysis that ignores that foundation risks mistaking administrative practice for proprietary architecture . When the law is viewed through the lens of Holroyd, reinforced by the Law of Property Act 1925, the Law of Property (Miscellaneous Provisions) Act 1989, National Provincial Bank v Ainsworth, Saunders v Vautier, and Re Lehman Brothers International (Europe), the distinction between fixed and floating charges becomes clear: A fixed charge arises through equitable attachment and trust. A floating charge is non‑proprietary until crystallisation. Blocked accounts are evidential, not constitutive. Segregation is unnecessary; the trust is sufficient. This restores commercial certainty. The fixed charge is proprietary because equity says so, not because the creditor supervises the debtor’s bank accounts. The floating charge is weaker because it does not attach until crystallisation. The two forms of security are not distinguished by control, but by the presence or absence of equitable proprietary attachment. John Donne’s reminder that “no man is an island” captures the point. A security interest cannot be understood in isolation from the legal ecosystem that sustains it. Proprietary rights, trusts, statutory powers, and equitable doctrines form a single, coherent architecture. When courts drift from that architecture, confusion follows. When they return to it, certainty is restored. This paper stands in that tradition of reconnection: bringing the law back to its doctrinal foundations so that commercial actors can once again rely on it with confidence. Gary — Founder & Architect The Global Structure Network Limited The Global Structure Diamond International & Advocacy Architecting the Global Capability Economy and the Modern Self‑Care Infrastructure System https://theglobalstructurenetwork.com/message-from-the-founder Associated Sites: www.theglobalstructurenetwortk.com LinkedIn: https://www.linkedin.com/company/the-global-structure-network/ © The Global Structure Network Limited. This paper is protected by copyright. No part of this publication may be reproduced, stored, or transmitted without prior written permission.