Tangent Properties (North) Ltd v Evans Homes (Skelton) No 2 Limited

Tangent Properties (North) Ltd v Evans Homes (Skelton) No 2 Limited

No binding contract for a 10% profit share was formed between the parties in 1996 or 2005 because essential terms (including calculation date, profit definition, and services) were not agreed, the parties did not objectively intend to be bound, and any purported agreement was too uncertain to be enforceable. The defendant is not estopped from denying such a contract, as no clear representation or reliance was established. However, the claimant is entitled to a quantum meruit for services provided, as the defendant was unjustly enriched by accepting those services without payment, but not to a profit share. The precise amount and limitation issues are reserved for further argument.

Parties
Claimant: Tangent Properties (North) Limited; Defendant: Evans Homes (Skelton) No 2 Limited
Jurisdiction
England and Wales
Judgment Date
13 February 2026
Procedural Posture
Civil (commercial/chancery) / Final Judgment After Full Trial
Outcome
Claim for contractual profit share and estoppel dismissed; claim for quantum meruit (reasonable fee for services) succeeds, subject to limitation.
Legal Topics
Formation of Contract, Certainty of Terms, Intention to Create Legal Relations, Estoppel by Representation, Remedies for Unjust Enrichment, Authority of Agents, Limitation Periods
Contract Law Unjust Enrichment Estoppel Agency Formation of Contract Certainty of Terms Intention to Create Legal Relations Estoppel by Representation +3 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 7 Authorities cited 18 Party arguments 2 Amounts and remedies 5
Sign in to unlock

Parties

Tangent Properties (North) Limited

Claimant

Evans Homes (Skelton) No 2 Limited

Defendant

Procedural Posture

Civil (commercial/chancery) / Final Judgment After Full Trial

Legal Issues

  1. 1 Whether a binding contract for a 10% profit share was formed between the claimant and defendant (or their predecessors) in 1996 or 2005;
  2. 2 Whether the terms of any such agreement were sufficiently certain and intended to create legal relations;
  3. 3 Whether the defendant is estopped from denying the existence of such a contract;

Ratio Decidendi

No binding contract for a 10% profit share was formed between the parties in 1996 or 2005 because essential terms (including calculation date, profit definition, and services) were not agreed, the parties did not objectively intend to be bound, and any purported agreement was too uncertain to be enforceable. The defendant is not estopped from denying such a contract, as no clear representation or reliance was established. However, the claimant is entitled to a quantum meruit for services provided, as the defendant was unjustly enriched by accepting those services without payment, but not to a profit share. The precise amount and limitation issues are reserved for further argument.

Court Disposition

Claim for contractual profit share and estoppel dismissed; claim for quantum meruit (reasonable fee for services) succeeds, subject to limitation.

Orders

  • Declaration that no binding contract for a 10% profit share exists between the parties;
  • Claimant entitled to a reasonable fee for services provided (quantum meruit), subject to limitation;