Richard Uglow v Peter Uglow & Ors (2004)
The nature of an assurance that formed the basis of a claim for proprietary estoppel would be implicitly qualified in ways that took account of events unforeseen and not expressly catered for by the parties at the time the assurance was made.
The appellant (R) appealed against the dismissal of his counterclaim for the transfer to him of the freehold interest in land that had been made in the course of possession proceedings brought against him by the executors of a disputed will. R had originally worked in a farming partnership of members of his immediate family. Between 1969 and 1976 the testator of the disputed will had tried to persuade R to work on his farm on the basis that R would inherit the land on the testator's death. In 1976, the testator and R began to farm the land in partnership. The relationship between R and the testator deteriorated. In 1984 it was decided to abandon the partnership and to have separate areas of the land that each of them would farm independently. The testator agreed to create a tenancy in favour of R comprising a substantial part of the farm land. In 1999, the testator made a will under which he left the freehold of the farm to the respondent (P). That gift was challenged by R who sought an order that the land be conveyed to him in order to satisfy the equity raised by the oral assurance by the testator that he would leave the land to him, if R left his own family farming partnership and joined the testator in the new partnership. The judge accepted R's evidence that, before the partnership began, the testator had told R that he would inherit the farm, but held that the testator had no moral obligation to leave the farm to R. The partnership had not worked out and the testator had treated R fairly on the dissolution by giving him a tenancy of the major part of the land and not insisting upon rent. R challenged (1) the judge's inference that the assurance was intended, and was understood to be conditional on the business relationship succeeding; (2) the conclusion that "the conditionality of the assurance" meant that it could not be relied upon for the purpose of establishing proprietary estoppel; and (3) the judge's unduly narrow approach to the question of detriment. It was argued that there had been a substantial change of position by R in 1976 in reliance on the assurance.
The judge had correctly applied the principles of proprietary estoppel to the facts that he was entitled to infer on the material, Gillett v Holt (2001) Ch 210 applied and Jennings v Rice (2002) EWCA Civ 159 considered. The judge had rightly considered the nature of the testator's assurance in the context of a farming partnership between R and the testator. There was clearly an implicit link between the testator's promise and the farming of the land by the testator in partnership with R. Regarding the collapse of the partnership, it was likely that each side had entered the partnership on the assumption that it would continue until death and did not expressly consider what would happen if things did not work out. Certain conduct on the part of R would make it conscionable for the testator to modify his testamentary plans and assurances. The nature of the assurance would be implicitly qualified in ways that took account of events unforeseen and not expressly considered in 1976. The scope of the court's enquiry was not limited to what would have been unconscionable for the testator to have done in 1976, but would take account of subsequent events affecting his conscience. The judge had been entitled to infer that the testator's 1976 assurance was not irrevocable, whatever happened. If there was a relevant unforeseen change of circumstances, the probable reaction of the just bystander would have been that the assurance could be rescinded and replaced by a different arrangement that satisfied the equity that had arisen in favour of R. As to the overall outcome, the judge had looked at the matter broadly and in the round in accordance with the guidance in Gillet. In the light of the subsequent events, unforeseen by the parties, the just man would have regarded the 1984 arrangements as in accordance with conscience, as appropriate satisfaction of the 1976 assurance and as satisfaction of the equity arising from R's reliance on that assurance. Accordingly, the court would not use proprietary estoppel to secure greater benefits for R than he had derived during the testator's lifetime.