Gee v Gee & Anor

A proprietary estoppel claim requires an assurance or representation, reasonable reliance and detriment caused by that reliance. The doctrine is not a general jurisdiction to remedy unfairness or to substitute the court’s preferred solution to a family dispute. Where an equity is established, the remedy should satisfy the claimant’s equity in the circumstances. In a succession case, that may require an expectation-based remedy rather than compensation measured only by provable financial loss. The court may take account of the claimant’s expected control of a family business, the value and nature of the assets, contributions by other family members, benefits already received and the practical consequences of the proposed transfers.

The claimant had worked on his family’s farming enterprise for decades. He alleged that his father had repeatedly assured him that he would succeed as farmer and owner of the farm, while making some provision for his siblings. The father later transferred substantially all his assets and company shares to the claimant’s brother. The claimant relied on proprietary estoppel and sought interests in the farming company and land.

The defendants denied any assurance, reliance or detriment. The central issues were whether the alleged representations had been made, whether the claimant had acted to his detriment, whether it was unconscionable for the father to resile from them and, if so, how the equity should be satisfied.

1. Claim succeeded. The court found that, over many years, the claimant’s father had represented that the claimant would succeed him as farmer and owner, with provision for the claimant’s siblings. The representations were sufficiently clear in context, and the claimant reasonably relied on them by remaining on the farm and devoting his working life to it.
2. The claimant suffered detriment in two respects. He worked long hours for less than he could have earned elsewhere, including unpaid or inadequately paid overtime. More fundamentally, he positioned his life on the strength of the assurances and lost the opportunity to establish an independent farming enterprise. The benefits received, including accommodation, the Rockley land and school fees, did not compensate for that detriment.
3. The elements of proprietary estoppel were therefore established. The claim was not based merely on unfairness. The court applied the principles stated in Thorner v Major [2009] 1 WLR 776, Davies v Davies [2016] EWCA Civ 463 and Gillett v Holt [2001] Ch 210. It also applied the warning in Cobbe v Yeoman’s Row [2006] EWCA Civ 1139 that unconscionability cannot replace the necessary ingredients of an estoppel.
4. Compensation based only on the estimated financial detriment would not satisfy the equity. The appropriate remedy was primarily expectation-based. The claimant’s expectation included control of the farming enterprise, but had to be adjusted to reflect the letting business, the claimant’s knowledge from 2012 that his father’s intentions were changing, and the brother’s later contribution.
5. The indicative remedy was a 52% shareholding in the company and 46% of the land, after reversing the claimant’s mother’s transfer to him and separating the land from the company. The proposed transfers were made conditional on further submissions as to their legal feasibility, tax consequences and related practical matters. The father was also required to use reasonable endeavours to procure transfer of the St Frideswide’s tenancy to the company.

First-instance decision. No prior appellate decision is stated in the judgment.