The Bartlett Duty for estate administrators: when you might need to stick your oar in

The Bartlett duty, originating from the case of Bartlett v Barclays Bank Trust Co Ltd [1980], provides that if an administrator sits on more than half the shares of a company, they’re expected to do more than just collect dividends and hope for the best. They may need to get involved to protect the beneficiaries’ interests, including intervening in the company’s affairs from time to time.

Broadly speaking, owning more than 50% of the shares puts you in the "controlling interest" camp. However, the recent case of Pilatus (PTC) Limited v RBC Trustees (Jersey) Limited [2025] suggests that the Barlett Duty can extend beyond assets directly owned by a trust or estate. 

Pilatus (PTC) Limited v RBC Trustees (Jersey) Limited [2025] 

In Pilatus (PTC) Limited v RBC Trustees (Jersey) Limited, the Guernsey Court of Appeal examined whether trustees must act in relation to assets that aren’t technically owned by a trust but materially affect its value.

The facts of the case are complex but in essence, a discretionary trust (known as the Shallan Trust) held shares in a company (Shallan Group Holdings Ltd) which owned several other companies further down the chain. In February 2011, a downstream company (Shallan Overseas Investments Limited) was sold to a beneficiary of the Shallan Trust, but the trust kept an option to buy back the sold entity later. 

In around October 2015, the trustee of the Shallan Trust resigned, and at the same time coordinated the resignation of their directorship and secretary roles at some of the downstream companies. However, the proposed replacement appointments failed, and the Shallan Trust consequently lost control over the downstream companies. 

The court found that trustees should, in some cases, act in relation to non-trust assets if those assets are closely connected to the trust’s value. For example, where the worth of an option depends on how the underlying company is run. 

However, the court emphasised that the duty to act in relation to assets that aren’t directly owned by a trust only arises when: 

• You have enough leverage over the non-trust/non-estate asset to make a difference;
• Stepping in is reasonable and practical; and
• There aren’t any legal or third-party barriers that make action unrealistic or disproportionate. 

On the facts of this case, the court determined that the trustee's poor handover and resignation without safeguarding the trust’s position amounted to professional gross negligence.

Implications for administrators of estates

Although Pilatus concerns trustees, the principles are relevant to estate administrators in similar situations. If an estate’s value is closely tied to the management of external assets (for example, an option or contractual rights affecting a company), administrators may need to take proactive steps to protect beneficiaries’ interests. Such practical steps may include:

• Mapping the connections: list the estate’s assets that depend on external moving parts.
• Confirm voting rights, board appointment powers, shareholder agreements, options and any consent rights. If you hold the steering wheel, use it responsibly.
• Govern, don’t meddle: push for competent management, financial controls and proper reporting.
• Document decisions: record your risk assessment and why you acted (or didn’t).
• Don’t resign in a hurry: if you’re in a position of control, exiting without safeguards can cause losses and headaches later.
• Phone a friend: get professional advice early - especially where there are cross-border elements or complex shareholder arrangements.

Conclusion

Put simply, if an estate controls a company, administrators aren’t bystanders: the Bartlett duty expects sensible, proactive steps to protect value. That may extend to closely connected assets where the estate’s value depends on them and you have real influence. Pilatus offers helpful guidance, but whether to act is always fact specific.

If you have any questions about trustee or administrator duties, or you are facing a complex estate or trust issue, please don’t hesitate to reach out to our team for advice.