Overreaching UK: How Purchasers Are Protected When Buying from Trustees

Updated 31 May 2026 · 8 min read · Trust & Property Law

When property held in trust is sold, the buyers need certainty — they cannot be bound by hidden equitable interests they knew nothing about. Overreaching under the Law of Property Act 1925 achieves this: it sweeps equitable interests off the land and onto the proceeds, protecting purchasers while preserving the beneficiaries’ financial rights.

What Is Overreaching?

Overreaching is the mechanism by which equitable interests in land — beneficial interests under a trust, occupation rights, and similar equitable claims — are detached from the land itself when a purchaser pays capital money and receives a conveyance. After overreaching, the purchaser takes the land free of those equitable interests. The interests are not destroyed: they are transferred from the land to the proceeds of sale held by the trustees.

The doctrine balances two competing needs: the beneficiaries’ interest in their equitable entitlement, and the purchaser’s interest in knowing that they get a clean title. Overreaching resolves this tension by giving purchasers certainty while redirecting the beneficiaries’ claims to the money rather than the land.

The Statutory Conditions: LPA 1925 ss.2 and 27

Overreaching only occurs if two conditions are satisfied under the Law of Property Act 1925:

1. Conveyance by at least two trustees (or a trust corporation) — the sale or mortgage must be executed by at least two persons who are trustees of the legal estate in the land (s.2 LPA 1925). A sole trustee cannot trigger overreaching.
2. Capital money paid to those two trustees (or a trust corporation) — the purchase price (or mortgage advance) must actually be paid to the two trustees, not to a single person, a solicitor’s client account held for one trustee, or any other recipient (s.27 LPA 1925).

Both conditions must be met simultaneously. If only one trustee signs the deed, or the money is paid to only one of two trustees, overreaching fails and the purchaser may take subject to the existing equitable interests.

The Leading Case: City of London Building Society v Flegg [1988]

The House of Lords decision in City of London Building Society v Flegg [1988] AC 54 established that overreaching defeats even the rights of actual occupiers. The Fleggs had contributed to the purchase of a property registered in their daughter and son-in-law’s names. They lived there — giving them what would normally be an overriding interest under s.70(1)(g) Land Registration Act 1925 (the predecessor to LRA 2002 s.29) by virtue of actual occupation.

Their daughter and son-in-law mortgaged the property to the building society, paying the advance to both registered owners (two trustees). The Lords held that overreaching had occurred: the Fleggs’ interests were attached to the mortgage proceeds, not the land. Their actual occupation was irrelevant — overreaching had already swept the interests off the title before the question of actual occupation could even arise.

The Fleggs’ only remedy was a personal claim against their daughter and son-in-law for misapplying the proceeds. This illustrates both the power and the risk of overreaching: it protects lenders and purchasers absolutely once the two-trustee condition is met, but it leaves beneficiaries dependent on the trustees’ honesty.

Overreaching in Estate Administration

When a person dies, their property vests in the executor (or administrator once appointed). The executor is a statutory trustee of any land for the purposes of TOLATA 1996 and AEA 1925. When the executor sells a property:

• If there is one executor and the property is subject to equitable interests — a surviving occupier with a beneficial share, or beneficiaries under a will trust — overreaching does not occur on a sale by that sole executor (only one trustee). The buyer may take subject to the equitable interests.
• If there are two or more executors and both receive the capital money, overreaching occurs and the buyer takes free of the interests.
• A sole beneficiary who is also the sole executor has no competing equitable interests to overreach — the beneficial and legal title are merged — so the two-trustee rule is not triggered in that case.

This is why, in complex estates with occupying beneficiaries or life interest trusts, a second executor or a separate trustee of the land is often appointed — to ensure the two-trustee condition is available to give buyers a clean title.

Interests That Cannot Be Overreached

Not all interests are capable of being overreached even when both conditions are met. Interests that survive a sale despite overreaching include:

• Legal mortgages and charges — these are legal interests, not equitable ones, and bind the land regardless.
• Legal leases — a tenant’s legal tenancy cannot be swept away by overreaching.
• Overriding interests in registered land that fall outside the overreaching mechanism — for example, certain easements.
• Interests specifically excluded from the s.2 LPA 1925 list.

Practical Implications for Will Trusts

For a will that creates an ongoing trust of land — a life interest trust where a surviving spouse occupies the family home, or a discretionary trust that includes property — the trustees of the will trust should ensure at least two of them act in any sale or mortgage. This protects the buyer and ensures the overreaching mechanism functions properly.

When drafting a will with trust provisions affecting land, ensuring that at least two trustees are named (typically two family members or a family member and a professional trustee) is important for ensuring any future sale can proceed smoothly and overreaching can protect buyers.

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