Proprietary estoppel: unconscionable for father to renege on assurances of equal shares

A continuing commitment to a family business over 40 years, following acquisition of significant interests, is sufficient to constitute detriment for the purposes of proprietary estoppel. The High Court has determined a dispute concerning a farming business in Winter and another v Winter [2023] EWHC 2393 (Ch). The case concerned a dispute between brothers Richard, Adrian and Philip over the disposition of their father Albert’s share in a family market garden business. Since 1988 the business had been a partnership between Albert, his wife Brenda and the sons operating from Bower Farm in Bridgwater, Somerset. The land, owned by Albert and Brenda, was the subject of a declaration of trust in favour of the partnership in 2000. Brenda died in 2001 and her share in the partnership vested in the sons in equal shares. The partnership continued between Albert, who held a 20% share, and the sons, who each held a 26.66% share. The business was transferred to a company in which Albert and the sons had equal shares in January 2004. Until 2013/14 relations were good. The sons were paid relatively little for their work, with profits being retained by the business. They paid low rent on their respective partnership properties, and all tax and national insurance liabilities were paid by the business. In 2014 the business ran into financial difficulties. Albert and Philip disagreed with Richard and Adrian as to the way forward. Albert’s plan to split the business came to nothing but was reflected in a 2015 will which left his shares in the partnership and company to Philip. The court found that Albert and Brenda expressly said to the sons that they were working for their common good and for their future to justify requiring long hours at low wages and ploughing the profits back into the business. They often repeated that they treated and intended to treat the sons equally, which meant that the farming business and assets would be divided equally between the three of them. Both Richard and Adrian had established reliance on their parents’ assurances and, despite their shares in the partnership and company, their continuing commitment to the business over 40 years demonstrated detriment which would render it unconscionable for Albert’s estate to renege on the assurances made. Albert’s share in the partnership business and assets and his company shares were to be divided equally between Richard, Philip and Adrian. Louise Clark is a property law consultant and mediator