“From a base position of between£100 -£200 per week in the early 1990s, the amount that each son received (by way of drawings, whether from the Partnership or the Company) rose thereafter to£700 per week between 2009 and 2015. In addition, however: they lived in their respective properties at well below market rent (£100 per week from 2009 onwards); their tax and national insurance liabilities were paid by the business; they had the use of company cars; they received (albeit in relatively small amounts) further payments from time to time from amounts set aside in cash from the flower business; and they had free holidays at a static caravan their parents bought in Exmouth in 2000.”
“In 2015, for example, Richard and Adrian received gross earnings of approximately£100,000 (made up of salary, bonus and dividends). Philip and Albert continued to receive salaries and dividends, albeit in smaller sums, although not continuing to contribute to the business. Significant pension contributions were also made for the three sons.”
“I conclude that, whether or not Albert or Brenda said in terms that everything would belong to their sons one day, that was the reasonable inference from what they said, and that this was what the sons reasonably understood them to have meant. Specifically, I conclude that Albert and Brenda did make assurances to Richard, Philip and Adrian which were reasonably understood by them to mean that if they committed to working in the family business the business and its assets would ultimately – i.e. after Albert and Brenda had gone – be divided equally among them. Each son therefore had an expectation, reasonably induced by their parents’ assurances, that they could expect to receive a one-third share in the business and its assets.”
“114. In my judgment, reliance is clearly established in this case. It is common ground that each of Richard and Adrian did in fact devote their working lives, from before they left school until Albert’s death in 2017 to working in the family business. I consider that at least an inducement to them doing so was the fact that assurances were made by Albert and Brenda, as I have interpreted them above. 115. That was certainly what Richard and Adrian said in their evidence but, more importantly I consider that it is inherently likely that a factor influencing their decision to continue working in the family business for relatively low pay, with all profits being reinvested in the business, was the assurances which I have found were made to them.”
“Equity acts where the application of the common law would produce an unconscionable result. But it is necessary to have some principles about what equity would recognise as an unconscionable result, otherwise, as Donaldson LJ put it in Chief Constable of Kent v V[1983] QB 34 , 45, one might as well ‘issue every civil judge with a portable palm tree’.”
“In the present case, as in many where the promisee is a young person who gives up other career opportunities to work for their parents on the family farm, a measure of the supposed wages differential to date, coupled with interest, will not begin to recognise the improvement in life which further education, an independent career and the opportunities to develop their own farming or other business might have generated.”
“There was … little uncertainty about the nature and extent of [the claimant’s] detrimental reliance. He had worked full time at Tump Farm from 1982 until 2015 (33 years) and from 1993 onwards in the expectation of inheritance encouraged by David. His was plainly a form of reliance with whole-life consequences, starting when he left school at 16 and lasting until he was almost 50. So, however precisely it might be described, its lifetime consequences were extremely difficult to value.”
“Whether there is detrimental reliance in any given case is an evaluative judgment on the facts, which normally lies within the exclusive province of the trial judge. This court can only interfere with the judge’s assessment of that issue if it is perverse or clearly wrong: Suggitt v Suggitt[2012] EWCA Civ 1140 per Arden LJ at [37].”
“133. [Spencer v Spencer[2023] EWHC 2050 (Ch) ] … reinforces, however, a point relied on by Mr Sims [i.e. counsel for Richard and Adrian], that it is not possible to put a money value on the unquantifiable detriment of committing an entire working life to a family business, giving up the chance to build an alternative life elsewhere, and that such commitment is likely to constitute detrimental reliance. I agree that the lifetime commitment by Richard and Adrian to working on the farm is not capable of being quantified. It is true that the benefits received by them are largely capable of being quantified – by reference to the value of the distributions made, and still to be made, following the sale of the farming assets and the winding-down of the Partnership and the Company. But it is still not possible to conduct a meaningful comparison in financial terms with the detriment suffered by them. … 135. Notwithstanding the simple attraction of the proposition that the claimants’ actions in committing their working lives to the family business cannot be described as a detriment in view of the substantial financial benefits they have received by so doing, I think that it is in the end an overly-simplistic analysis. 136. This is best explained by reference to the underlying question: would it be unconscionable in all the circumstances for Albert to renege, in 2015, on the assurances I found had been made by him and Brenda over many years. In my judgment it would, and what makes it so is the continuing commitment by Richard and Adrian for a long time even after they had already acquired their interest in the Partnership and shares in the Company. Had it been made clear throughout that they could not rely on ultimately receiving an equal one-third share in the business, but that their parents were free to transfer their (combined) 40% share to outsiders or to Philip alone, then Richard and Adrian would have had options open to them, among which would have been the option of taking their existing share in the Partnership and developing it in some other way. It is no answer to this to say that they may not have appreciated that they had such an option (as appears to be the case with Adrian when he temporarily left the business in the mid 1990s), because the issue was never forced. Had it been, the existence of that option would have become clear.”
“117. The only alternative career which Richard positively contemplated was in the military. Mr Troup cited the examples of Albert’s eldest brother, Jim, and of Jeoffrey Potter, as men who followed an army career without acquiring the wealth which the sons now enjoy from the shares in the business they acquired during the parents’ lifetimes. When Adrian temporarily left the business, it was for work which was also unlikely to have generated such wealth. 118. I accept it is likely, had Richard chosen a career in the military, or had Adrian done the sort of other work he did when he temporarily left the family, that they would not have accumulated as much wealth as they have done by working in the family business. It is, however, impossible to know what either of them would have done, over the 40 or more years that they have in fact worked in the family business, had they chosen some other path. … 120. … I am satisfied that the assurances made by the parents that each son would ultimately be left with an equal share with the others in the family business was a factor that induced Richard and Adrian to continue working for the family business over such a long period. 121. I consider, in particular, that it remained a factor in the later years, when Richard and Adrian devoted a proportionately greater amount of time to the business than Philip. Had they understood that, in so doing, they were not to receive any part of Albert’s share when he died, I think they would have acted differently.”
“If it had been made clear to either of them that the promises would not be kept – and the Claimants stress they simply seek the promised equality between the Sons and no special advantage – then: 50.1 Richard will say that he would have returned to pursue a career in the military. 50.2 Adrian will say that he would have left the family business and sought site/demolition work driving a 360 slew and would probably have become an independent contractor.”
“It is entirely a matter of conjecture what the future might have held for the Gilletts [i.e. the claimant and his wife] if in 1975 Mr Holt [i.e. the first defendant] had (instead of what he actually said) told the Gilletts frankly that his present intention was to make a will in their favour, but that he was not bound by that and that they should not count their chickens before they were hatched. Had they decided to move on, they might have done no better. They might, as [counsel for the defendants] urged on us, have found themselves working for a less generous employer. The fact is that they relied on Mr Holt’s assurance, because they thought he was a man of his word, and so they deprived themselves of the opportunity of trying to better themselves in other ways. Although the judge’s view, after seeing and hearing Mr and Mrs Gillett, was that detriment was not established, I find myself driven to the conclusion that it was amply established. I think that the judge must have taken too narrowly financial a view of the requirement for detriment, as his reference … to ‘the balance of advantage and disadvantage’ suggests. Mr Gillett and his wife devoted the best years of their lives to working for Mr Holt and his company, showing loyalty and devotion to his business interests, his social life and his personal wishes, on the strength of clear and repeated assurances of testamentary benefits. They received (in 1983) 20% of the shares in KAHL, which must be regarded as received in anticipation of, and on account of, such benefits. Then in 1995 they had the bitter humiliation of summary dismissal and a police investigation of alleged dishonesty which the defendants called no evidence to justify at trial. I do not find Mr Gillett's claim startling. … I would find it startling if the law did not give a remedy in such circumstances.”
“As Lord Walker said in Thorner v Major at [65]: ‘But it is unprofitable, in view of the retrospective nature of the assessment which the doctrine of proprietary estoppel requires, to speculate on what might have been.’”
“In order to determine whether Michael acted to his detriment in reliance on some promise or assurance, it is necessary to consider what alternative course or courses might have been open to him. If the arrangement which he had with his parents was profitable to him but he gave up the opportunity of a more profitable alternative, then a decision, in reliance on a promise or assurance, to stay with the arrangement could be said to be detrimental to him. Conversely, if there was no better alternative available to Michael other than the arrangement which applied as between himself and his parents, then the continuation of that arrangement would not amount to a detriment to Michael and that would be so whether the arrangement was profitable or unprofitable. In the past, particularly in the case of a party who takes on or continues with an unfavourable arrangement, the courts have been prepared to take the view that the party must surely have had better opportunities, which he has foregone, to his detriment. Such an approach was adopted in the cases of Gillett v Holt[2001] Ch 210 (see at 235 A-B), Thorner v Major[2009] 1 WLR 776 (see at [4]) and Henry v Henry[2010] 1 All ER 988 (see at [61]). In Henry v Henry[2010] 1 All ER 988 , the Privy Council said that it was appropriate to weigh the benefits which a party obtained by relying upon a promise or assurance against the disadvantages which resulted from such reliance.”
“My overall conclusion is that Michael has not established the necessary ingredients of a promise or an assurance, reasonable reliance and substantial detriment so as to raise an equity against his father to entitle him to a benefit greater than the benefit which he will take under the father’s will. As regards the mother, the position is even more clear because she did not say anything relevant during the argument in 1992 and, in any event, she left to Michael her half share in the land defined in her will as ‘Michael’s Land’ and further interests in land in addition. The authorities stress that a claim to a proprietary estoppel must be looked at in the round. Standing back in this case, I conclude that Michael has not made out a case in equity which entitles him to inherit more than his parents’ wills provide for him.”