## Introduction

Estoppel stops a party from going back on a position if another has relied on it and would suffer if the first party changed course. English law uses several forms of estoppel across contract, property and public law. Although each type has its own rules, the themes are familiar: an assurance or common assumption, reliance, and unfairness if the first party were allowed to resile.

This guide sets out the main types—promissory, proprietary, contractual and estoppel by convention—alongside legitimate expectation in public law. You will find elements, limits, leading cases, and practical steps for both bringing and resisting claims.

## What You’ll Learn

- The key types of estoppel: promissory, proprietary, contractual and by convention
- How legitimate expectation in public law relates to estoppel principles
- Core elements: assurance or promise, reliance, and detriment or inequity
- When estoppel is a “shield” (defence) and when it can support a claim
- Remedies and effects: suspension vs extinction of rights; proportionate relief in land cases
- Limits in commercial negotiations and the role of formal contracts
- How non-reliance clauses and “contractual estoppel” work under s.3 Misrepresentation Act 1967 and UCTA 1977
- Practical steps: evidence to collect, drafting tips, and litigation strategy

## Core Concepts

### Promissory estoppel

Promissory estoppel tempers strict legal rights where:

- A clear promise or assurance is made (often to waive or vary rights).
- The promisee relies on it.
- It would be inequitable for the promisor to revert to strict rights without fair notice.

Key points and cases:

- Central London Property Trust Ltd v High Trees House Ltd [1947] KB 130: wartime rent reduction was binding during the period intended.
- Reliance need not always involve measurable detriment, but evidence of change of position helps (Greasley v Cooke [1980] 3 All ER 710).
- Equity requires clean hands: if the promisee acted unfairly (e.g., economic pressure), relief may be refused (D & C Builders v Rees [1966] 2 QB 617).
- Suspension vs extinction:
  - Periodic obligations may be revived on reasonable notice (Tool Metal Manufacturing v Tungsten Electric Co Ltd [1955] 2 All ER 657).
  - One-off debts may in some cases be treated as irrevocably varied where reliance makes it inequitable to claim the balance (Collier v Wright [2007] EWCA Civ 1329).
- Generally a shield, not a sword: promissory estoppel cannot create a cause of action (Combe v Combe [1951] 2 KB 215).

### Proprietary estoppel

Proprietary estoppel can create or confirm rights in land where:

- An assurance is made that the claimant will have a proprietary interest.
- The claimant relies on that assurance.
- The claimant suffers detriment such that it would be unconscionable to deny the interest.

Key points and cases:

- The elements are interlinked and assessed together (Gillett v Holt [2000] 2 All ER 289).
- Assurance can be implied by conduct (Crabb v Arun DC [1976] Ch 179).
- Detriment is broad; it is judged against any benefits received (Henry v Henry [2010] 1 All ER 988).
- Remedies are flexible and aim for proportionality (Habberfield v Habberfield [2019] EWCA Civ 890). They may include money, easements, life interests, or transfers of freehold or leasehold (Pascoe v Turner [1979] 1 WLR 431; Williams v Staite [1979] Ch 291).
- Familial contexts often succeed even without explicit promises if conduct over time is clear enough (Thorner v Major [2009] UKHL 18).
- Commercial limits: parties who intend to be bound only by formal contract may not satisfy the test (Yeoman’s Row Management Ltd v Cobbe [2008] UKHL 55; Generator Developments v Lidl UK GmbH [2018] EWCA Civ 396). By contrast, a common intention constructive trust may still arise on the facts (Dowding v Matchmove [2016] EWCA Civ 1233).

### Contractual estoppel

Contractual estoppel arises from express contractual terms, not reliance. It prevents a party from denying an agreed factual state of affairs:

- Typical context: non-reliance clauses and “entire agreement” clauses in financial or commercial contracts.
- Peekay Intermark Ltd v Australia and New Zealand Banking Group Ltd [2006] EWCA Civ 386 and Springwell Navigation v JP Morgan Chase [2010] EWCA Civ 1221: parties were held to contractual acknowledgments of non-reliance.
- Such clauses are regulated by s.3 Misrepresentation Act 1967: they must satisfy the reasonableness test under s.11 Unfair Contract Terms Act 1977 (First Tower Trustees Ltd v CDS (Superstores International) Ltd [2018] EWCA Civ 1396).
- The question is not “was the clause read” but whether the clause is fair and reasonable in all the circumstances.

### Estoppel by convention

Estoppel by convention can arise where parties adopt a common assumption about facts or law and conduct their dealings on that basis:

- The assumption must be shared and communicated, and it must be unjust to allow one party to go back on it.
- Often used to prevent strict reliance on a different construction of a contract after a course of dealing.
- Amalgamated Investment & Property Co Ltd v Texas Commerce Bank [1982] QB 84: the court upheld a shared assumption that shaped the parties’ dealings.
- There must be an intention to affect legal relations (Baird Textile Holdings Ltd v Marks & Spencer [2001] EWCA Civ 274).
- While estoppel does not usually create a cause of action, it can be decisive in a claim or defence where, without it, the party would fail.

### Estoppel in public law (legitimate expectation)

Courts use legitimate expectation to hold public bodies to their promises or settled practices:

- The assertion must be clear, unambiguous and without relevant qualification (R v Foreign Secretary, ex p Bancoult (No 2) [2008] UKHL 61).
- Expectations may be procedural (e.g., a hearing) or substantive (e.g., a promised benefit).
- Detrimental reliance is not always required (R (Rashid) v Secretary of State for the Home Department [2005] EWCA Civ 744).
- Remedies vary: procedural protection, substantive relief, or treating the expectation as a relevant consideration (R v Devon CC, ex p Baker [1995] 1 All ER 73).
- In EU law, states cannot take advantage of their own failure to implement directives (Case 148/78 Ratti [1979] ECR 1629; Case 152/84 Marshall [1986] ECR 723).

### Common themes and limits

- Equity and fairness: Courts weigh the conduct of both parties. Unfair pressure or bad faith can defeat an estoppel.
- Clarity: The more precise the assurance or shared assumption, the stronger the case.
- Notice: Where rights have been waived or suspended, reasonable notice is often needed before revival (Tool Metal).
- Shield vs sword: Promissory estoppel is defensive. Proprietary estoppel can found a claim.
- Statute prevails: Estoppel cannot override clear statutory requirements or public policy.

## Key Examples or Case Studies

- Central London Property Trust Ltd v High Trees House Ltd [1947] KB 130
  - Landlord reduced rent during wartime; could not claim full rent for that period. Promise operated while conditions persisted.

- D & C Builders v Rees [1966] 2 QB 617
  - Part payment exacted under pressure. Estoppel failed due to inequitable conduct by the debtor.

- Collier v P & MJ Wright (Holdings) Ltd [2007] EWCA Civ 1329
  - Part payment of a joint debt coupled with reliance could make it inequitable to claim the balance from the payer.

- Tool Metal Manufacturing Co Ltd v Tungsten Electric Co Ltd [1955] 2 All ER 657
  - Waiver of royalty payments during wartime was suspensory; rights could be revived on reasonable notice.

- Thorner v Major [2009] UKHL 18
  - Long-term conduct within a family made it reasonable to expect an inheritance; proprietary estoppel established.

- Yeoman’s Row Management Ltd v Cobbe [2008] UKHL 55
  - No proprietary estoppel in commercial negotiations where parties intended to be bound only by a formal contract.

- Crabb v Arun DC [1976] Ch 179
  - Council’s assurances about access led to an easement by estoppel; remedy tailored to do justice.

- First Tower Trustees Ltd v CDS (Superstores International) Ltd [2018] EWCA Civ 1396
  - A non-reliance clause was caught by s.3 Misrepresentation Act 1967 and failed for unreasonableness.

## Practical Applications

- Building a promissory estoppel case
  - Identify a clear promise to waive or vary rights.
  - Evidence reliance: changes in payments, business plans, or other actions taken because of the promise.
  - Assess fairness: consider whether it would be inequitable to allow reversion to strict rights and whether notice was given.

- Defending a promissory estoppel claim
  - Challenge clarity of the alleged promise or show it was time-limited.
  - Show lack of reliance or that reliance would have occurred anyway.
  - Highlight any unfair conduct by the claimant (e.g., pressure or misrepresentation).
  - Give or argue for reasonable notice before reviving contractual rights.

- Running a proprietary estoppel claim
  - Gather proof of assurances (emails, letters, witness accounts of conversations).
  - Show reliance (work on the land, foregoing opportunities, financial contributions).
  - Detail detriment with dates and figures; set off any benefits received.
  - Propose a proportionate remedy: not always the full expectation, but enough to avoid unfairness.

- Limiting risk in property and family contexts
  - Use clear written agreements for promises about land.
  - Avoid casual statements like “this will all be yours” unless you intend legal effect.
  - Keep minutes of discussions about succession or transfers within family businesses.

- Contractual estoppel and clause drafting
  - If using non-reliance clauses, ensure they are fair and reasonable under s.3 Misrepresentation Act 1967 and UCTA s.11.
  - Avoid overbroad boilerplate that conflicts with factual disclosures.
  - Match the clause to the transaction: sophistication of parties, negotiations, and available due diligence.

- Estoppel by convention in ongoing dealings
  - Record any shared assumptions in writing, especially on calculation methods, notices, or time limits.
  - If you wish to depart from an established course of dealing, give clear notice and adjust future conduct accordingly.

- Public bodies and legitimate expectation
  - Draft public-facing policies with clear qualifications.
  - When changing policy, explain the reasons, consult where appropriate, and consider transitional arrangements.
  - Keep a record of representations made to individuals or groups.

## Summary Checklist

- Promissory estoppel: promise + reliance + inequity; usually a defence; notice needed to resume strict rights.
- Proprietary estoppel: assurance + reliance + detriment; remedies are flexible and proportionate.
- Contractual estoppel: parties are held to agreed statements in the contract; clauses must be reasonable under s.3 MA 1967 and UCTA.
- Estoppel by convention: shared assumption adopted in dealings; intention to affect legal relations is key.
- Public law: legitimate expectation requires clear, unqualified representations; remedies depend on fairness and public interest.
- Evidence: collect documents, emails, and witness accounts showing assurance, reliance, detriment, and course of dealing.
- Limits: estoppel cannot defeat statute; commercial negotiations often require a concluded contract before rights arise.

## Quick Reference

| Concept                  | Authority/Case                          | Core Test                                     | Typical Effect                      |
| ------------------------ | --------------------------------------- | --------------------------------------------- | ----------------------------------- |
| Promissory estoppel      | High Trees [1947]; Combe v Combe [1951] | Promise, reliance, inequity                   | Defence; rights suspended or varied |
| Proprietary estoppel     | Gillett v Holt [2000]; Thorner [2009]   | Assurance, reliance, detriment                | Creates or confirms land rights     |
| Contractual estoppel     | Peekay [2006]; First Tower [2018]       | Contractual non-reliance; reasonableness test | Bars misrep if clause is reasonable |
| Estoppel by convention   | Amalgamated Investment [1982]           | Shared assumption adopted in dealings         | Fixes parties to common basis       |
| Legitimate expectation   | Bancoult (No 2) [2008]; Rashid [2005]   | Clear, unqualified promise/practice           | Procedural or substantive relief    |
| Suspension vs extinction | Tool Metal [1955]; Collier [2007]       | Nature of obligation and fairness             | Revival on notice vs permanent loss |


Estoppel: Legal Principles & Applications