At the instigation of Mr Robert Maxwell, Macmillan agreed that shares which it held in Berlitz International Inc. should be transferred to Bishopsgate. Macmillan intended that Bishopsgate should hold the shares as a bare trustee. Mr Maxwell had other plans. Without authority from Macmillan, he used the shares as security for borrowings by various companies in his group. Millett, J., found that the “Berlitz shares were repeatedly used to secure the payment of debts owed to many different creditors, often being released from security by one creditor only to be immediately deposited by way of security with another”.2 By the time Macmillan commenced proceedings to recover the value of the shares, 5.8 million of them were held as security by Shearson Lehman Brothers Holdings Plc,3 Swiss Volksbank and Credit Suisse (the defendants). The defendants acquired their interests in the shares in different circumstances but each of them initially acquired only an equitable interest. All three of them subsequently perfected their security by procuring the legal title to the shares. Macmillan sought both proprietary relief, that is, restitution of the proceeds of sale of the shares which had been sold with the consent of all parties, and personal relief in the form of equitable compensation for loss. The defendants successfully