Hopper v Hopper & Ors

Proprietary estoppel relief must be proportionate to the claimant’s reasonable expectations and detrimental reliance. The court should not automatically strip every benefit from a representor or co-owner where another co-owner has already satisfied the equity. A co-owner who satisfies an estoppel arising from assurances given by more than one co-owner may, in principle, seek contribution from the others. In a partnership, capital entitlements arise from the partnership agreement and are not determined by the form of signed accounts. Unequal drawings ordinarily leave undrawn profits credited to the relevant partners. A partnership dissolved by death may continue its business for winding-up purposes without creating a new partnership. Limitation for undrawn profits generally runs from dissolution or an earlier demand, and laches has no separate role where an applicable statutory limitation period governs.

The proceedings comprised a possession action and preliminary issues in partnership proceedings arising from the collapse of a family farming and market-trading arrangement after Robert Edward Hopper’s death. Carol claimed proprietary estoppel against her mother, her late father’s estate and her brother Robert, relying on assurances concerning the farm and on expenditure and labour devoted to equestrian businesses and a house.

Robert sought possession and a sale or other realisation of the land. Mrs Hopper claimed accounting and capital entitlements in the market partnership, including undrawn profits, and the parties disputed whether new partnerships had arisen after the death, the effect of the accounts, the weekly payments, and limitation. The central questions were how any estoppel should be satisfied and what partnership rights survived dissolution.

1. Proprietary estoppel. The court adopted the formulation in Taylors Fashions Ltd v Liverpool Victoria Trustee Co Ltd [1982] QB 133n. Carol had established assurances, reasonable expectations, detrimental reliance and unconscionability in relation to continued business and residential occupation at the farm. The assurances did not reasonably justify an expectation of outright ownership of the whole farm, particularly against Robert.
2. Relief and proportionality. Applying Jennings v Rice [2003] 1 P&CR 8, the court held that the remedy must address the equity arising from the whole sequence of events and must remain proportionate to the expectations and detriment. Mrs Hopper’s transfer of the parents’ half interest in plot A, worth more than the value of Carol’s improvements, substantially satisfied the equity. Robert was not required to surrender the increase in his own interest attributable to those improvements.
3. A co-owner who satisfies an estoppel arising from assurances given by more than one co-owner may in principle seek contribution from the other co-owner. No such claim had been made by Mrs Hopper, and Robert bore the least responsibility for the assurances.
4. Carol’s equity nevertheless required protection against forced removal from the house and the part of the farm used for her equestrian business. Robert was therefore to choose between acquiring Carol’s interest in plot A for its current value or a partition of plot A with equality money. Section 14 of the Trusts of Land and Appointment of Trustees Act 1996 did not confer a power compulsorily to purchase a beneficiary’s interest. The agricultural tenancy claim fell away.
5. Partnership claims. The original equal profit shares were not varied by agreement or conduct. Signed accounts showing a joint capital account after 1991 were silent about mutual capital entitlements rather than waiving undrawn profits. The ordinary inference from equal profit shares and unequal drawings was that undrawn profits accumulated to the relevant partners’ capital entitlement and excess drawings created a liability.
6. Mr and Mrs Hopper were entitled to the balance of their 25% profit shares for each accounting year from 1989. Their weekly payments were drawings on account. No limitation period ran on undrawn profits while the partnership continued, absent an earlier demand; time ran from dissolution or demand. The six-year statutory periods applied to the alternative account-reopening case, and laches did not apply independently.
7. After Mr Hopper’s death, the market business was continued by Robert with authority for winding-up purposes, but no new market partnership was formed. The farm partnership was likewise wound down without a new partnership. Mrs Hopper was not an outgoing partner under section 42(1) of the Partnership Act 1890; the 2004 accounts constituted an agreement to the contrary and preserved the 25% shares pending final winding up. Remaining partnership issues were left for case-management directions.