Moore v Moore

Proprietary estoppel requires an assurance of sufficient clarity, reasonable reliance and substantial detriment. These matters are not watertight compartments. The central question is whether, in the circumstances which have occurred, it would be unconscionable for the promisor to resile from the assurance.

Relief is governed by proportionality. The court must do what is necessary to avoid an unconscionable result and award no more than the minimum equity required to do justice. Expectations remain relevant, but a disproportionate expectation may require a more limited remedy. Benefits received in reliance on the assurance, and competing claims, may be relevant to satisfying the equity rather than to establishing detriment or unconscionability.

Roger Moore and his son Stephen operated a family farming business through a partnership and a company. Stephen claimed that Roger had repeatedly assured him that he would eventually receive Roger’s interest in the farm and farming assets. He alleged that he had relied on those assurances by devoting his working life to the farm and foregoing alternative employment.

Roger, acting through his litigation friend, denied the assurances and sought dissolution of the partnership. The central issues were whether assurances had been made, whether Stephen had relied on them to his detriment, whether it would be unconscionable for Roger to resile, and how any equity should be satisfied.

1. Proprietary estoppel. The court adopted the principles summarised by Lewison LJ in Davies v Davies [2016] EWCA Civ 463. The required ingredients were an assurance of sufficient clarity, reliance and detriment. The inquiry was fact-sensitive and directed ultimately to unconscionability.
2. Stephen proved that Roger had repeatedly assured him that he would inherit the farm and farming business. The assurances were more than assumptions or conditional hopes. Stephen relied on them by committing his working life to the farm, accepting modest remuneration and not pursuing alternative employment. That commitment constituted substantial detriment.
3. Stephen’s acquisition of Geoffrey’s share did not defeat the claim. It post-dated the reliance, was not given in satisfaction of the equity arising from Roger’s assurances, and was irrelevant to the detriment and unconscionability issues. The alleged misconduct relied upon was either unproved, unchallenged in cross-examination or too trivial to defeat the equity.
4. Relief had to be proportionate and limited to the minimum necessary to do justice. The court rejected an approach which would treat Geoffrey’s share as satisfying or defeating the equity relating to Roger’s separate share. The appropriate solution was to mirror, as closely as possible, the arrangements which would have existed had the dispute not arisen.
5. Stephen therefore established an equity over Roger’s interest in the farm, the partnership, Roger’s current and capital accounts, Roger’s share of the company’s cash and profits, and the director’s loan account. Roger and Pamela were to remain at Manor Farmhouse while it met their needs, receive agreed financial support, and have reasonable health and care costs met from partnership funds. Subject to those arrangements, Roger’s partnership share was to be transferred to Stephen.
6. Partnership. The partnership was not a partnership at will. The circumstances supported an implied agreement that it was to continue for the joint lives of Roger and Stephen. Nevertheless, dissolution was accepted as necessary because Roger lacked capacity to conduct partnership business. The alleged incidents involving Stephen did not justify dissolution under section 35 of the Partnership Act 1890.