Lloyd v MGL (Rugby) Ltd & Anor [2007] EWCA Civ 153 (28 February 2007)

Lloyd v MGL (Rugby) Ltd & Anor [2007] EWCA Civ 153 (28 February 2007)

The Court held that proprietary estoppel arose in favour of Mr Sutcliffe based on a persistent understanding and assurances by Mr Lloyd and MGL that he would share in the profit from the Willes Road development, coupled with Mr Sutcliffe's detrimental reliance. The entire agreement clause did not preclude reliance on extraneous understandings as the arrangements for Willes Road were not 'dealt with' in the agreement, and subsequent conduct reaffirmed the understanding. Both Mr Lloyd and MGL were bound by the estoppel, and it would be unconscionable to deny Mr Sutcliffe a share in profits.

Citation
[2007] EWCA Civ 153
Parties
First Defendant/first Appellant: William David Lloyd; Second Defendant/second Appellant: MGL (Rugby) Limited; Claimant/respondent: Andrew Michael Sutcliffe
Jurisdiction
England and Wales
Judgment Date
28 February 2007
Procedural Posture
Civil Appeal / Appeal From High Court, Chancery Division, Preliminary Hearing Limited to Liability
Outcome
Appeal dismissed
Legal Topics
Proprietary Estoppel, Joint Venture, Entire Agreement Clause, Quantum Meruit, Breach of Contract
Property Law Equity Contract Law Proprietary Estoppel Joint Venture Entire Agreement Clause Quantum Meruit Breach of Contract

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Parties

William David Lloyd

First Defendant/first Appellant

MGL (Rugby) Limited

Second Defendant/second Appellant

Andrew Michael Sutcliffe

Claimant/respondent

Procedural Posture

Civil Appeal / Appeal From High Court, Chancery Division, Preliminary Hearing Limited to Liability

Legal Issues

  1. 1 Whether proprietary estoppel arises in favour of Mr Sutcliffe regarding profit from Willes Road development
  2. 2 Whether the entire agreement clause precludes reliance on extraneous understandings
  3. 3 Whether equity can be satisfied by Mr Lloyd personally or MGL

Ratio Decidendi

The Court held that proprietary estoppel arose in favour of Mr Sutcliffe based on a persistent understanding and assurances by Mr Lloyd and MGL that he would share in the profit from the Willes Road development, coupled with Mr Sutcliffe's detrimental reliance. The entire agreement clause did not preclude reliance on extraneous understandings as the arrangements for Willes Road were not 'dealt with' in the agreement, and subsequent conduct reaffirmed the understanding. Both Mr Lloyd and MGL were bound by the estoppel, and it would be unconscionable to deny Mr Sutcliffe a share in profits.

Court Disposition

Appeal dismissed

Orders

  • Equity in favour of Mr Sutcliffe to be satisfied by MGL and may upon enquiry need to be satisfied by Mr Lloyd
  • Directions for further hearing to determine nature and extent of equity