Spencer Bower reliance-based estoppel : the law of reliance-based estoppel and related doctrines : original text, entitled 'The law relating to estoppel by representation'

"Spencer Bower: Reliance-Based Estoppel, previously titled Estoppel by Representation, is the highly regarded and long established textbook on the doctrines of reliance-based estoppel, by which a party is prevented from changing his position if he has induced another to rely on it such that the other will suffer by that change. Since the fourth edition in 2003 the House of Lords has decided two proprietary estoppel cases, Cobbe v Yeoman's Row Property Management Ltd and Thorner v Major, whose combined effect is identified as helping to define a criterion for a reliance-based estoppel founded on a representation, namely that the party estopped actually intends the estoppel raiser to act in reliance on the representation, or is reasonably understood to intend him so to act. Other developments in the doctrine of proprietary estoppel have required a complete revision of the related chapter, Chapter 12, in this edition. Thorner v Major confirms too the submission in the fourth edition that unequivocality is a requirement for any reliance-based estoppel founded on a representation. Other views expressed in the fourth edition are also noted to have been upheld, such as the recognition that an estoppel may be founded on a representation of law (Briggs v Gleeds), that a party may preclude itself from denying a proposition by contract as well as another's reliance (Peekay Intermark Ltd v Australia and New Zealand Banking Group Ltd and Springwell Navigation Corp v JP Morgan Chase Bank) and that an estoppel by deed binds by agreement or declaration under seal rather than by reason of reliance (Prime Sight Ltd v Lavarello). With the adjustment reflected in the change of title, and distinguishing the foundation of estoppels that bind by deed and by contract, the editors adopt Spencer Bower's unificatory project by the identification of the reliance-based estoppels as aspects of a single principle preventing a change of position that would be unfair by reason of responsibility for prejudicial reliance. From this follow the views: that reliance-based estoppels have common requirements of responsibility, causation and prejudice; that estoppel by representation of fact is, like the other reliance-based estoppels, a rule of law; that the result of estoppel by representation of fact may, accordingly, be mitigated on equitable grounds to avoid injustice; that the result of an estoppel by convention depends on whether its subject matter is factual, promissory or proprietary; that a reliance-based estoppel (other than a proprietary estoppel, which uniquely generates a cause of action) may be deployed to complete a cause of action where, absent the estoppel, a cause of action would not lie, unless it would unacceptably subvert a rule of law (in particular the doctrine of consideration); that an estoppel as to a right in or over property generates a discretionary remedy; and that the prohibition on the deployment of a promissory estoppel as a sword should be understood as an application of the defence of illegality, viz that an estoppel may not unacceptably subvert a statute or rule of law."--Bloomsbury Publishing. Spencer Bower: Reliance-Based Estoppel 2 Foreword 6 Preface to the fifth edition 8 Preface to the first edition 10 Memoir 12 Contents 14 Table of statutes 24 Table of statutory instruments 28 Table of cases 30 Part I 96 General Principles 96 Chapter 1 98 Introduction: definition and treatment 98 Estoppel 98 Reliance-based estoppel 100 The modern doctrines: overlapping categories 106 Historical development 121 Estoppel by representation of fact deployable offensively and as a rule of law 126 Theoretical basis and justification: unfair change of position 139 Classifications rejected 151 Unified doctrine 162 Chapter 2 172 Representations of fact; promises; representations of law; representations as to rights 172 Introduction 172 Significance 174 Representation of law 176 Constituent elements of a representation of fact 177 Representation of fact distinguished 182 Statements of law and as to rights 190 Chapter 3 200 Responsibility 200 Introduction 200 Representations 201 Breach of duty to speak 205 Estoppel by negligence 219 Chapter 4 236 Unequivocality and construction 236 Introduction 236 The representation must be unambiguous 240 Thorner v Major 246 Woodhouse AC Israel Cocoa Ltd SA v Nigerian Produce Marketing Ltd 255 Unequivocality and reasonable understanding: conclusion 257 Other issues: fraud, proprietary estoppel, conduct, silence 258 Recent examples 263 Construction 268 Meaning of the representation: law or fact? 269 Complex or qualified representations 271 Chapter 5 280 Inducement and reliance; the effect of estoppel as to a fact 280 Introduction 280 Inducement 282 Intention of B to be responsible for reliance 296 Materiality 307 Change of position 312 The consequences of estoppel as to a fact 332 Questions of law and fact 335 Chapter 6 338 Parties to the estoppel 338 Introduction 338 Persons who may raise the estoppel 339 Persons bound by the estoppel 347 Chapter 7 374 The defence of illegality 374 Introduction 374 General principles 377 Formality 382 Waiving the protection of a statute 390 Ultra vires 396 Other applications 398 No estoppel as to jurisdiction 400 Statutory duty and discretion 403 Foreign law 408 Chapter 8 410 Estoppel by convention; estoppel by contract; estoppel by deed; estoppel as to title 410 Estoppel by convention 411 The effect of an estoppel by convention 435 Further aspects of estoppel by convention 445 Estoppel by contract 447 Estoppel by deed 455 Estoppel as to title 465 Part II 468 Particular Applications of Reliance-Based Estoppel 468 CHAPTER 9 470 Applications of reliance-based estoppel to various relationships 470 Agency, partnership and ownership by estoppel 470 Landlord and tenant 482 Bailor and bailee 499 Patentee and licensee 505 Customer and banker 508 Employers, trustees and members of occupational pension schemes 511 Chapter 10 516 Miscellaneous estoppels 516 Companies 516 Contracts of insurance 533 Chapter 11 552 Statutory estoppel 552 Sale of goods 552 Bills of exchange 575 Bills of lading 580 The Partnership Act 1890 591 Part III 594 Proprietary Estoppel, Election, Promissory Estoppel and Procedure 594 Chapter 12 596 Proprietary estoppel 596 Introduction 596 The evolution of proprietary estoppel 603 Property 613 Parties 620 Raising the equity: the scope of the inquiry 623 A"s misapprehension 625 A"s change of position 635 B"s responsibility for A"s change of position 642 Unconscionability 655 Defences 656 The nature of the equity; third parties 667 Satisfying the equity 675 Overlap with other reliance-based estoppels 687 Proprietary estoppel and constructive trusts 689 Chapter 13 694 Election 694 Introduction 694 Common law election 703 Equitable election 734 Chapter 14 742 Promissory estoppel 742 Introduction 742 The elements of promissory estoppel 749 The limitations of promissory estoppel 776 Chapter 15 782 Stating the case 782 General principle 782 The need to plead 783 Consequences of failure 784 Appeal 787 Estoppel against amendment 788 Index 790 Annotation Spencer Bower: Reliance-Based Estoppel, previously titled Estoppel by Representation, is the highly regarded and long established textbook on the doctrines of reliance-based estoppel, by which a party is prevented from changing his position if he has induced another to rely on it such that the other will suffer by that change. Since the fourth edition in 2003 the House of Lords has decided two proprietary estoppel cases, Cobbe v Yeoman's Row Property Management Ltd and Thorner v Major, whose combined effect is identified as helping to define a criterion for a reliance-based estoppel founded on a representation, namely that the party estopped actually intends the estoppel raiser to act in reliance on the representation, or is reasonably understood to intend him so to act. Other developments in the doctrine of proprietary estoppel have required a complete revision of the related chapter, Chapter 12, in this edition.Thorner v Major confirms too the submission in the fourth edition that unequivocality is a requirement for any reliance-based estoppel founded on a representation. Other views expressed in the fourth edition are also noted to have been upheld, such as the recognition that an estoppel may be founded on a representation of law (Briggs v Gleeds), that a party may preclude itself from denying a proposition by contract as well as another's reliance (Peekay Intermark Ltd v Australia and New Zealand Banking Group Ltd and Springwell Navigation Corp v JP Morgan Chase Bank) and that an estoppel by deed binds by agreement or declaration under seal rather than by reason of reliance (Prime Sight Ltd v Lavarello). With the adjustment reflected in the change of title, and distinguishing the foundation of estoppels that bind by deed and by contract, the editors adopt Spencer Bower's unificatory project by the identification of the reliance-based estoppels as aspects of a single principle preventing a change of position that would be unfair by reason of responsibility for prejudicial reliance. From this follow the views: that reliance-based estoppels have common requirements of responsibility, causation and prejudice; that estoppel by representation of fact is, like the other reliance-based estoppels, a rule of law; that the result of estoppel by representation of fact may, accordingly, be mitigated on equitable grounds to avoid injustice; that the result of an estoppel by convention depends on whether its subject matter is factual, promissory or proprietary; that a reliance-based estoppel (other than a proprietary estoppel, which uniquely generates a cause of action) may be deployed to complete a cause of action where, absent the estoppel, a cause of action would not lie, unless it would unacceptably subvert a rule of law (in particular the doctrine of consideration); that an estoppel as to a right in or over property generates a discretionary remedy; and that the prohibition on the deployment of a promissory estoppel as a sword should be understood as an application of the defence of illegality, viz that an estoppel may not unacceptably subvert a statute or rule of law