In the recent decision of Wishart v Credit and Mercantile plc [2015] EWCA Civ 655, the Court of Appeal postponed a prior beneficial interest under a trust held by a person in actual occupation in favour of a later mortgage. The application of the usual principles in Williams and Glyn's Bank v Boland would have meant that the prior beneficial interest would have taken priority. But the Court of Appeal, applying what it termed the Brocklesby principle, held that the beneficiary was bound by the fraudulent actions of his trustee. This marks a return of principles of equitable priorities to the Land Registration Act 2002. The court did not, however, engage in the wider question of whether and to what extent the principles of equitable priorities, which were fashioned under a very different system of conveyancing, ought to be applicable to the Land Registration Act. This paper examines the previous law on equitable priorities and suggests how it would need to be modified before application to the Land Registration Act and argues that Wishart was wrongly decided.