Estoppel by Conduct in UK Law

If A wishes to allege that B, having had a right of rescission has elected to affirm a contract, he should in his pleadings, so it seems to me, expressly allege B's knowledge of the relevant right to rescind, since such knowledge will be an essential fact upon which he relies. In many cases the best particulars that A will be able to give will be to invite the court to infer knowledge from all the circumstances.

But what is the effect of a holding-out of someone as being a partner? A holding-out is relevant, and relevant only, as an estoppel. As it is put in Lindley on Partnership (13th edition) at page 100: "The doctrine that a person holding himself out as a partner, and thereby inducing others to act on the faith of his representations, is liable to them as if he were in fact a partner is nothing mere than an illustration of the general principle of estoppel by conduct".

The basis of it is that a man has so conducted himself that it would be unfair or unjust to allow him to depart from a particular state of affairs whichanother has taken to he settled or correct, see the cases I referred to in Central Newbury v. Unity Finance (1957 1 Q.B. at page 380).

From that simple origin there has been built up over the centuries in our law a big house with many rooms. In Coke's time it was a small house with only three rooms, namely, estoppel by matter of record, by matter in writing, and by matter in pais. But by our timewe have so many rooms that we are apt to get confused between them. It is a mistake to suppose that what you find in one room, you will also find in the others.

So much so that his own title to the property, be it land or goods, has been held to be Ltd or extinguished; and new rights and interests have been created therein. And this operates by reason of his conduct — what he has led the other to believe — even though he never intended it.

I-Way have pleaded that World Online is estopped from relying on the prohibitory clause. No doubt because he did not need to do so the judge did not deal with that submission. It may be that it should not have been pleaded in the claim, since one cannot sue on an estoppel; but it was certainly available in answer to World Online's counterclaim.

Waiver by election on the other hand is concerned with the reaction of X when faced with conduct by Y, or a particular factual situation which has arisen, which entitles X to exercise or refrain from exercising a particular right to the prejudice of Y. Both types of waiver may be distinguished from estoppel.