Thorner (Appellant) v Majors and others (Respondents)

Proprietary estoppel requires a sufficiently clear assurance relating to identified property, reasonable reliance and consequential detriment. Clarity is assessed objectively, practically and in context. An assurance may therefore be conveyed by indirect words, conduct or silence. The representor need not know or foresee the claimant’s particular act of reliance.

The property must be identifiable, but its precise extent need not remain fixed. Where an assurance concerns a recognisable farm or other changing asset, equity may attach to the asset as it exists when performance falls due. The court looks retrospectively at what occurred and fashions relief accordingly. A trial judge’s contextual findings about oral assurances and reasonable reliance should receive substantial appellate respect.

For nearly 30 years David Thorner worked without remuneration on a farm owned by his father’s cousin, Peter Thorner. The deputy judge found that, from 1990, Peter’s indirect remarks and conduct reasonably conveyed an assurance that David would inherit the farm. David continued his substantial unpaid work in reliance on that assurance, but Peter died intestate.

The Chancery Division, [2007] EWHC 2422 (Ch), upheld David’s proprietary estoppel claim and awarded him the farm and associated farming assets. The Court of Appeal, [2008] EWCA Civ 732, reversed that decision because it considered that the assurance had not been shown to be sufficiently clear or intended to be relied upon.

The principal questions before the House were whether the indirect assurances were sufficient to found proprietary estoppel and whether changes in the farm’s extent made the promised property insufficiently certain.

1. Disposition. The House unanimously allowed the appeal and restored the deputy judge’s order. Lord Walker’s reasoning on the principal issues was expressly accepted by Lord Rodger and Lord Neuberger. Lord Hoffmann and Lord Scott also concluded that the proprietary estoppel claim was established.
2. Assurance, reliance and detriment. Per Lord Walker, proprietary estoppel ordinarily requires an assurance or representation, reasonable reliance and consequential detriment. The assurance must be clear enough, but sufficient clarity depends heavily on context. Indirect language may communicate an effective assurance where it is reasonably understood by the person addressed, particularly within a long-standing personal or family relationship. Per Lord Hoffmann and Lord Scott, the representor’s subjective knowledge of particular alternative opportunities or acts of reliance is unnecessary. It is sufficient that the assurance would objectively be understood as intended to be taken seriously and relied upon.
3. Identified property. Per Lord Walker, proprietary estoppel must relate to identified property owned, or perhaps about to be owned, by the defendant. The principle does not require the property’s precise extent to remain immutable. The parties understood the assurance as concerning the farm as it existed when Peter died. Lord Neuberger distinguished the commercial and deliberately non-contractual negotiations in Cobbe v Yeoman’s Row Management Ltd [2008] UKHL 55. That decision did not require a recognisable physical asset to retain exactly the same boundaries throughout the period of reliance.
4. Appellate review and relief. Per Lord Walker and Lord Neuberger, the meaning of oral and indirect communications is closely connected with findings about their factual context. An appellate court should be slow to disturb a trial judge’s careful assessment of such communications and the parties’ relationship. Changes to the character or extent of the property remain relevant to equitable relief, but do not prevent relief where the property remains identifiable. The award comprised the farm and farming business as they existed at Peter’s death, subject to the tax indemnity and account directed below.
5. Lord Scott’s concurrence. Lord Scott agreed that the appeal should be allowed and that the relief awarded was justified. He separately preferred to analyse conditional assurances of future inheritance through a remedial constructive trust and to reserve proprietary estoppel for unconditional assurances. That classification was not adopted by the majority.

1. House of Lords: Allowed the appeal unanimously from [2008] EWCA Civ 732 and restored the Chancery Division’s order.
2. Court of Appeal: In [2008] EWCA Civ 732, allowed the personal representatives’ appeal and reversed the deputy judge’s decision, holding that the findings did not establish a sufficiently clear assurance intended to be relied upon.
3. Chancery Division: In [2007] EWHC 2422 (Ch), the deputy judge upheld the proprietary estoppel claim and awarded David the farm, its farming assets and working capital, subject to an inheritance-tax indemnity and an account of income.