Thorner v Major is a leading decision of the House of Lords on proprietary estoppel in English land law. The case considers when conduct and indirect statements may be sufficiently clear to amount to an assurance capable of founding an estoppel, particularly where the relationship between the parties is close, informal, and long-standing. It also addresses whether uncertainty as to the precise extent of land defeats a proprietary estoppel claim.
Facts of Thorner v Major
In Thorner v Major, the claimant had worked for almost thirty years without pay on a farm owned by his relative. The work was physically demanding and carried out on a daily basis. The claimant received no wages for his labour on the defendant’s farm, although he lived and worked on his parents’ nearby farm, where he received accommodation and some financial support.
In 1990, the defendant handed the claimant a bonus notice relating to two life assurance policies taken out by the defendant. When doing so, the defendant remarked, “That’s for my death duties”. There was no express promise that the claimant would inherit the farm, but the claimant understood the remark, together with the defendant’s ongoing conduct over many years, as indicating that he would eventually receive the farm on the defendant’s death.
Subsequently, the defendant made a will leaving his residuary estate, including the farm, to the claimant. However, that will was later destroyed following a family dispute, and no new will was executed. The defendant therefore died intestate. Under the statutory rules of intestacy, the farm would have passed to other relatives rather than the claimant.
The claimant brought proceedings, arguing that the defendant’s words and conduct gave rise to a proprietary estoppel, entitling him to the farm.
Decisions of the Lower Courts
The trial judge found in favour of the claimant. The judge held that the 1990 assurance involving the bonus notice, taken together with the defendant’s continuing conduct over the years, amounted to an assurance that the claimant would inherit the farm. The trial judge further found that the claimant had reasonably relied on that assurance and had suffered detriment by working unpaid for many years.
The Court of Appeal overturned this decision. It held that the defendant’s statements and conduct were merely “implicit statements” and did not amount to a clear and unequivocal representation capable of giving rise to proprietary estoppel. On that basis, the claimant’s claim failed at appellate level.
Issue Before the House of Lords
The principal issue before the House of Lords in Thorner v Major was whether the defendant’s words and conduct, viewed in their full context, were sufficiently clear to amount to an assurance that could found a proprietary estoppel claim. A further issue was whether uncertainty as to the precise extent of the farm over time prevented an estoppel from arising.
Thorner v Major Judgement
The House of Lords allowed the appeal and held that the claimant had acquired title to the farm by proprietary estoppel. The assurances, when understood in their proper context, were sufficiently clear, and the claimant had reasonably relied on them to his detriment. The fact that the size and composition of the farm fluctuated over time was not a bar to the estoppel.
Reasoning in Thorner v Major
Context and Clarity of Assurance
A central theme in Thorner v Major was that clarity of assurance must be assessed contextually and retrospectively. Lord Hoffmann emphasised that it was not necessary for an assurance to be expressed in precise or formal language. What mattered was whether the defendant’s conduct would reasonably have been understood as intended to be taken seriously as an assurance on which the claimant could rely.
The House rejected the approach of the Court of Appeal, finding that it had applied the “clear and unequivocal” requirement too rigidly. The nature of the relationship was highly relevant. The parties were close relatives who lived reclusive lives centred on agricultural work. Their manner of communication was indirect and understated. In that setting, an oblique remark could reasonably convey a clear assurance.
Lord Walker stressed that courts must give appropriate weight to the findings of trial judges, particularly where those judges have seen and heard the witnesses. The trial judge was entitled to conclude that the assurance was clear when considered alongside the pattern of conduct over many years.
Importantly, the House of Lords confirmed that the assessment of clarity is not frozen at the date of the initial assurance. Subsequent events may illuminate the meaning of earlier conduct. The claimant’s reliance, once shown to be reasonable in hindsight, satisfied the requirement of assurance.
Reliance and Detriment
Although not heavily disputed, reliance and detriment were integral to the reasoning in Thorner v Major. The claimant had worked unpaid for almost three decades. This was substantial detriment, especially given the physical demands of agricultural labour and the length of time involved.
The claimant’s reliance was reasonable in light of the defendant’s ongoing encouragement and the absence of any indication that the defendant had changed his intention. The assurances remained consistent over a period of at least fifteen years.
Identified Property and Fluctuating Extent
A further argument raised against the claim was that the subject matter of the estoppel was uncertain because the size and composition of the farm changed over time. Land was sold, acquired, and leased, meaning that the farm’s boundaries were not static.
The House of Lords rejected this objection. In Thorner v Major, the subject matter of the assurance was identified as the farm as a whole. Both parties understood that its precise extent could vary. What mattered was that the assurance related to the farm as it existed from time to time and, ultimately, as it stood at the defendant’s death.
Lord Neuberger drew an analogy with a floating charge: the property subject to the equity could be identified from the outset, even though its precise content would crystallise only at a later date. Accordingly, uncertainty as to fluctuating acreage did not prevent the proprietary estoppel from arising.
Distinction from Cobbe v Yeoman’s Row
The House carefully distinguished Thorner v Major from Cobbe v Yeoman’s Row Management Ltd. In Cobbe, there was total uncertainty about the nature of the benefit the claimant would receive and whether it would be a proprietary interest, a contractual right, or money. The relationship in Cobbe was arm’s-length and commercial, and the parties had consciously chosen not to enter into a binding agreement.
By contrast, the relationship in Thorner v Major was familial and informal. There was no contemplation of a contract, nor could such a contract reasonably have been expected. The assurance related to an identified piece of land, and its meaning was intelligible within the parties’ relationship and history.
Promissory vs Proprietary Estoppel
Lord Walker also addressed the conceptual distinction between promissory estoppel and proprietary estoppel. He expressed difficulty with the suggestion that proprietary estoppel is merely a sub-species of promissory estoppel. Proprietary estoppel does not require an existing legal relationship and can operate as a cause of action in relation to identified land, enabling it to function as a “sword” rather than merely a “shield”.
This analysis reinforced the autonomy of proprietary estoppel as a distinct equitable doctrine grounded in land-based expectations.
Conclusion
Thorner v Major represents a careful balancing of certainty and fairness in equity. The House of Lords affirmed that courts should adopt a practical and contextual approach when assessing assurances and should avoid unrealistic rigidity.
By focusing on the realities of the parties’ relationship and conduct over time, the decision provides authoritative guidance on proprietary estoppel in cases involving land, inheritance, and long-term reliance.