(Gibraltar) Parties to a contract for the sale of land including the appellant company declared a purchase price which both knew to be false. Faced with insolvency proceedings, the appellant sought to challenge a claim for the full amount.
Held: The company’s appeal succeeded. Parties are free to contract on their own terms and the court’s role was to enforce them. There is nothing contrary to public policy in parties agreeing that certain facts were to be treated as established for the purposes of their transaction, although they knew the facts to be otherwise.
The doctrine of estoppel by deed overlaps with the doctrines of estoppel by representation and estoppel by convention. The basis of estoppel by representation is that the representor induced the representee to enter into the relevant transaction on the faith of a statement in circumstances which would make it unfair that the representor should go back on the statement. The basis of estoppel by convention is that the parties expressly or impliedly agreed that a certain state of facts or law was to be treated as true for the purposes of the transaction, and that it would be unfair for one or other to resile from the basis on which the transaction had proceeded. The w’aiver’ analysis did not fit naturally with the language of the deed of assignment and the Board considers that the Court of Appeal was justified in rejecting the company’s argument that there was some form of collateral waiver.
Lord Neuberger of Abbotsbury PSC, Lord Wilson, Lord Reed, Lord Carnwath, Lord Toulson JJSC
[2013] WLR (D) 514, [2013] UKPC 22, [2014] 2 WLR 84, [2013] 4 All ER 659, [2014] 1 AC 436
Bailii, WLRD
Commonwealth
Citing:
Cited – Brooke v Haynes CA 1868
Lord Romilly MR said: ‘A party to a deed is not estopped in equity from averring against or offering evidence to controvert a recital therein contrary to the fact, which has been introduced into the deed by mistake of fact, and not through fraud or . .
Cited – Greer v Kettle HL 1938
A corporate borrower agreed to repay andpound;250,000 with interest and to charge certain specified shares in another company as security. A guarantee was procured from another company, Parent Trust. The deed of guarantee recited that the lender had . .
Cited – Grundt v Great Boulder Proprietary Gold Mines Limited 8-Oct-1937
(High Court of Australia) Parties to a transaction may choose to enter into it on the basis that certain facts are to be treated as correct as between themselves for the purpose of the transaction, although both know that they are contrary to the . .
Cited – Carpenter v Buller 28-Apr-1841
The defence to an action of trespass was that the defendant was seised of the land in question. He produced a deed, made between himself, the plaintiff and a third party, in which this was stated to be the case
Held: The plaintiff was not . .
Cited – Stroughill v Buck 13-Feb-1850
Patteson J said: ‘When a recital is intended to be a statement which all parties to the deed have mutually agreed to admit as true, it is an estoppel upon all. But, when it is intended to be the statement of one party only, the estoppel is confined . .
Cited – Horton v The Westminster Improvement Commissioners 2-Jun-1852
The plaintiff was assignee of the defendants’ bond to A to pay andpound;10,000. It recited that the defendants had borrowed andpound;5,000 from A for the purposes of carrying out works under the Westminster Improvement Acts 1845 and 1847. The . .
Cited – M’Cance v The London And North Western Railway Company 20-Jun-1864
The plaintff contracted with the defendant for the transport of horses, understating their value. On their loss, the plaintiff sought their full value. The defendant had succeeded in limiting the award to the value stated.
Held: Williams J . .
Cited – Central Newbury Car Auctions Limited v Unity Finance Limited CA 1957
The defendant finance company alleged that the plaintiff car dealer, by its conduct, was estopped from denying the authority of their (rogue) customer to sell the car at issue, because they had permitted the customer, unkown to them, to take . .
Cited – Ferrier v Stewart 24-Jun-1912
High Court of Australia – The plaintiffs were the surviving members of a firm, owed money by the defendant’s husband confirmed promissory notes. The firm extend his credit against new promissory notes, provided that they were indorsed by the . .
Cited by:
Cited – Richards v Wood CA 27-Feb-2014
The defendants had purchased their council house with financial asistance from their son, the claimant. He now asserted that a trust existed in the property in his favour.
Held: ‘unless there is a secure tenancy the statutory right to buy . .
Lists of cited by and citing cases may be incomplete.
Estoppel, Equity
Updated: 17 November 2021; Ref: scu.513390