Lloyd Dorian Williams v Gerwyn Lloyd Williams & Ors

The Court of Appeal dismissed the appellant's challenge to the High Court's finding that the freehold of Cefn Coed Farm was acquired by the three transferees (the deceased Mr and Mrs Williams and their son Dorian) as beneficial tenants in common in equal shares. The court applied the principles in Stack v Dowden and Jones v Kernott but emphasised that those authorities are framed in the domestic (family home) context and do not displace the long-standing equitable presumption that property acquired for business purposes or as part of a partnership is ordinarily held in equity as tenants in common rather than as joint tenants with survivorship. Material subsidiary findings relied on included the partnership deed (equal one-third profit shares), the commercial purpose of replacing tenancy by mortgage, the way the farms were treated in wills shortly after purchase, and the effective service of a notice of severance; the court held the Judge's evaluative conclusions on these facts were open to him and therefore correct.

The appellant, one of three registered proprietors of Cefn Coed Farm, appealed against the High Court’s conclusion that the beneficial ownership was as tenants in common in equal shares, rather than as joint tenants. The underlying litigation concerned claims that the farms were partnership assets and, in the alternative, proprietary estoppel claims; the appeal to this court was limited to the point of beneficial form of co-ownership of Cefn Coed.

Background and procedural posture

• Parties: Mr and Mrs Williams and their son Dorian were joint registered proprietors of Cefn Coed; they had formed a partnership in 1985 (Lloyd Williams and Son) with equal one-third profit shares.
• Transaction: Cefn Coed was purchased in 1986 in the joint names of Mr and Mrs Williams and Dorian with the purchase price entirely mortgaged to AMC; a capital money restriction was entered on the register.
• Wills and later events: The parents made wills in 1988 disposing of their shares in Cefn Coed in different ways to their treatment of other property; Mrs Williams died in 2013 and Mr Williams in 2018; a notice of severance was signed/served in 2014.
• Procedural history: The High Court (HHJ Jarman KC) tried the action and rejected the claims that the farms were partnership assets and that proprietary estoppel entitled the appellant to the whole beneficial interest; the Judge declared Cefn Coed to be held as tenants in common in equal shares. Permission to appeal was given on the tenancy-in-common point; an earlier attempt to appeal the partnership-funding finding had been refused (Williams v Williams [2023] EWCA Civ 1465).

Issues framed for this appeal

• Whether, as a matter of law and of the construing of the facts, the transfer into the three names without an express declaration should be taken as creating a beneficial joint tenancy (with survivorship) or a tenancy in common in equal shares.

Court’s reasoning and conclusion

• The court reviewed Stack v Dowden and Jones v Kernott and accepted the general proposition that where property is transferred into joint names the starting point is that the legal owners are also beneficial owners and the burden lies on the person asserting a different beneficial division. However, those authorities are directed to the domestic/cohabitation context.
• By contrast, when property is acquired for business purposes or as part of a partnership enterprise, longstanding equitable presumption and authority favour treating such property as held in common (tenants in common) rather than as joint tenants so as to avoid the "winner-takes-all" effect of survivorship.
• Applying these principles to the factual findings—partnership deed, commercial purpose of purchase, mortgage arrangements, the partners' conduct, and the parents' wills—the court concluded the Judge was entitled to hold that the purchase was for business purposes and that survivorship was unlikely to have been intended; the Judge’s evaluative factual conclusions were open to him and the appeal was dismissed.

Appeal dismissed. The Court of Appeal held that, on the facts found by the trial judge and applying the relevant authorities, Cefn Coed had been acquired for business purposes and equity therefore presumed a tenancy in common rather than a joint tenancy with survivorship; the judge’s factual and evaluative conclusions were open to him and not amenable to reversal on appeal.

Appeal from the High Court of Justice, Business and Property Courts in Wales, Property, Trusts and Probate List (ChD), His Honour Judge Milwyn Jarman KC (sitting as a Judge of the High Court) — [2022] EWHC 1717 (Ch). Permission to appeal on the tenancy-in-common point was granted; an earlier application to appeal the partnership finding was refused (see Williams v Williams [2023] EWCA Civ 1465).