Conway v Conway and another [2025] EWHC 33314 (Ch)

Conway v Conway and another [2025] EWHC 33314 (Ch)

Background

The parties negotiated an oral agreement in March 2019 for the purchase by the Respondents of the Appellant’s barn for the sum of £150,000. Solicitors were instructed to give formal effect to the transfer, but negotiations broke down over a disputed term namely whether the appellant had a call option to repurchase the barn from the Respondents. It was common ground between the parties that the purchase price was never paid to the Appellant and that the Respondents had entered into occupation and carried out significant renovation works.

Following the breakdown, the Appellant sought declaratory relief that the Respondents had no proprietary interest in the barn and an injunction to prevent access. The Respondents counterclaimed in proprietary estoppel only, seeking an order that the barn be transferred to them on the terms of the alleged oral agreement (specifically excluding the buy-back option). No alternative claim for equitable compensation or a constructive trust was pursued and crucially, the first instance trial did not result in any findings about the specific amount of money expended on the property, only that such expenditure was sufficient detriment for the purposes of proprietary estoppel.

At first instance, HHJ Mithani KC allowed the counterclaim and made an order which provided for specific performance of the oral agreement for the sale of the Barn.

The appeal to the High Court focused on the vexed issue of whether proprietary estoppel could support an order for specific performance of an oral agreement for the sale of land that did not comply with the requirements of s2 LPMPA.

The High Court’s Decision

Proprietary Estoppel and s2 LPMPA

Green J allowed the appeal, holding that proprietary estoppel could not be used to enforce specific performance of an otherwise unenforceable oral contract for the sale of land. Drawing on authority including Howe v Gossop [2021] EWHC 637 (Ch), and Pathway to Relief v Ali [2024] EWHC 1284 (Ch), the Court emphasised that where the relief sought is effectively enforcement of a void contractual right, s2 LPMPA operates to bar that relief.

Remittal for Equitable Compensation

As the Respondents did not pursue alternative forms of relief at first instance and no Respondents’ Notice had been filed during the course of the appeal, Green J was concerned that one outcome would be that the Respondents obtained no relief at all and the Appellant would be essentially entitled to retain the Barn for free.

Despite his reservations about the cost and time associated with such a course, Green J remitted the case for a further trial on the issue of equitable compensation for the Respondents’ reliance and detriment (i.e., the work carried out on the barn).

Costs

The Appellant was awarded costs of the appeal. In addition, the costs orders made below were reversed and the Appellant was also awarded 75% of the costs of the County Court proceedings on the basis that the trial judge had found that the Respondents had unreasonably refused to engage in ADR.

Analysis and Comment

The decision in Conway reinforces the position that proprietary estoppel can remedy unconscionable conduct even where contracts are not enforceable, but equally that equity does not act to circumvent statutory requirements in substance. The decision navigates a fine line: proprietary estoppel is not a backdoor for enforcing invalid contracts, but it can still compel equitable redress through compensation or tailored remedies that do not amount to specific performance of a void contract.

In addition, the decision also highlights the importance of broad pleadings in proprietary estoppel cases, anticipating alternative forms of relief where there is a risk that the primary expectation based relief would not be available. In this case, the Respondents’ counterclaim was limited to an order for transfer of the barn; no alternative relief (such as equitable compensation or constructive trust) was pleaded, and no Respondents’ Notice was filed seeking different relief.

Finally, the decision serves to underscore the potential for serious adverse cost consequences for unreasonable refusals to engage in ADR.

Case details

1. Court: High Court, Business and Property Courts in Birmingham, Chancery Division
2. Judge: Mr Justice Michael Green
3. Date of Judgment: 10 October 2025

First published for Lexis Nexis. Article by Cameron Stocks.