“29. My Lords, this appeal is concerned with proprietary estoppel. An academic authority (Simon Gardner, An Introduction to Land Law (2007), p 101) has recently commented: “There is no definition of proprietary estoppel that is both comprehensive and uncontroversial (and many attempts at one have been neither).”
“56. I would prefer to say (while conscious that it is a thoroughly question-begging formulation) that to establish a proprietary estoppel the relevant assurance must be clear enough. What amounts to sufficient clarity, in a case of this sort, is hugely dependent on context. I respectfully concur in the way Hoffmann LJ put it in Walton v Walton [1994] CA Transcript No 479 (in which the mother's ‘stock phrase’ to her son, who had worked for low wages on her farm since he left school at 15, was ‘You can't have more money and a farm one day’). Hoffmann LJ stated, at para 16: ‘The promise must be unambiguous and must appear to have been intended to be taken seriously. Taken in its context, it must have been a promise which one might reasonably expect to be relied upon by the person to whom it was made’.” ‘The promise must be unambiguous and must appear to have been intended to be taken seriously. Taken in its context, it must have been a promise which one might reasonably expect to be relied upon by the person to whom it was made’.”
“[counsel's] fundamental proposition that where estoppel is in issue it is sufficient merely that the claimant asserting the estoppel believes that the person with whom he is dealing has the authority needed and that it is sufficient that the agent has the appearance of authority with nothing to suggest to the claimant that he does not is not one with which I am able to agree. Elementary fairness requires that before a person can be bound by the acts of another purporting to act on his behalf, that other must have his authority to bind him in the matter. Whether he has will depend on the usual principles of agency. This applies, in my judgment, as much in the field of estoppel as it does in other contexts. In the language of estoppel, there is nothing unconscionable in a person denying what another has come to believe and acted upon to his detriment if that person has not, either himself or through his agents, allowed the other to reach that belief.”
“I can categorically deny that Frank or I ever promised Lucy she would inherit Woodrow Farm, nor did we do anything that should have given her the impression this would happen. She has invented this. It was not Frank’s way to make promises of that kind. He expected people to make their own way and to earn their own living. Lucy knew that we wanted to provide for all our children and that there were no guarantees about what any of them would receive.”
“You [Frank and Jane] have now decided that you wish to reduce your working input to the family farming partnership and with this in mind we believe it may make sense to set up a Limited Liability Partnership with Lucy introducing capital so that she can obtain a bigger stake in the business and by implication a bigger return from the business. As partners of any future Limited Liability Partnership, we believe it would be right for you to take a salary at an agreed level (perhaps somewhere between£5,000 -£15,000 per annum) for Lucy and Stuart to also take a salary equivalent for their work and for the surplus profits to then be split between you. We suggested that perhaps 80% of the profit would go to Lucy and Stuart and perhaps 20% of the profit to you. In time we felt it appropriate that Lucy should build up her capital in the farming business and you should reduce yours.”
“In the longer term, you made it clear that it was your desire that Lucy should end up being the owner of the overall farming unit including the farm and live and dead farming stock. This would only happen on the latter of your two deaths although agricultural property relief should ensure that no inheritance tax will be payable. In doing this you do wish to look after Andrew, Sarah and Emma. As far as Andrew is concerned we considered the possibility of erecting a barn on part of the off lying land, in due course obtaining planning permission for an agricultural occupancy dwelling and then passing the barn and agricultural occupancy building plot perhaps to your son Andrew during your lifetime. On the later of your two deaths, I think we then also felt that you would wish to ensure that Sarah and Emma received a bequest and we felt that this could be done by leaving them a given amount of money within your will with these sums then being raised against the value of the farm; Lucy therefore effectively having to take out a loan.”
“The relief afforded to B under the promise-detriment principle is protection in respect of B’s detrimental reliance, unless and until any performance he or she rendered under a reciprocal arrangement with A of which A’s promise forms part amounts to substantial performance by B of the return A wished to secure by making the promise.”