Richard Winter & Anor v Philip Winter & Anor

Proprietary estoppel may arise from informal family assurances understood in their context. The essential elements are sufficient assurance, reliance and detriment, assessed through a broad inquiry into unconscionability rather than watertight compartments.

In assessing detriment, the court may consider countervailing benefits as well as the claimant’s non-financial loss, including committing a working life to a family business and foregoing alternative opportunities. The usual remedy is to fulfil the expectation, unless the promisor shows that doing so would be out of all proportion to the detriment. An assurance concerning a family business does not necessarily extend to the parents’ personal assets.

The claimants, two brothers, challenged their father’s 2015 will, which left his estate largely to their brother Philip. They claimed that their parents had made mutual wills and had given assurances that the family farming business and its assets would ultimately be divided equally between the three sons.

They also sought relief based on proprietary estoppel and relied on an option in the partnership agreement to purchase their father’s share. The principal issues were whether the assurances were sufficiently clear, whether reliance and detriment were established, the appropriate remedy, whether mutual wills existed, and whether the option had been validly exercised.

1. Proprietary estoppel established. The parents’ repeated statements that the sons were working for their futures, for the family’s common good, and would be treated equally were assurances when viewed in their long family and business context. They reasonably induced an expectation that the farming business and its assets would ultimately be divided equally among the sons.
2. The assurances were sufficiently clear as to the business assets, but not as to the parents’ personal property. The estoppel therefore concerned Albert’s interest in the partnership assets and his shares in the company, not his personal estate.
3. Reliance was established. The assurances were an important inducement for Richard and Adrian to devote their working lives to the business, including continuing to work for relatively low remuneration and reinvesting profits.
4. Detriment was also established. The court could consider countervailing benefits when deciding whether detriment existed, but the lifelong commitment to the business and loss of alternative opportunities could not be meaningfully reduced to financial terms. It remained unconscionable for the estate to resile from the assurances.
5. Applying the approach in Guest v Guest [2022] UKSC 27, the appropriate remedy was to give full effect to the expectation. Albert’s partnership interest and company shares were to be divided equally between Richard, Philip and Adrian.
6. The mutual-wills claim failed. Although an agreement to make wills in the same terms could be inferred, there was insufficient evidence of an agreement that the survivor could not revoke or alter the will.
7. The purported exercise of the partnership option was ineffective. Properly construed, the option could be exercised only by all the remaining partners together. The partnership had continued after Brenda’s death and after the business was transferred to the company, because the partnership retained and acquired property.

First-instance decision. The claimants succeeded on proprietary estoppel, but failed on mutual wills and the partnership option.