Gillett v Holt

JurisdictionEngland & Wales
Judgment Date08 March 2000
Judgment citation (vLex)[2000] EWCA Civ J0308-3
CourtCourt of Appeal (Civil Division)
Docket NumberCase No: CHANF 98/1215/1216
Date08 March 2000
Holt & Anor

[2000] EWCA Civ J0308-3


Lord Justice Beldam

Lord Justice Waller and

Lord Justice Robert Walker

Case No: CHANF 98/1215/1216





Mr John McDonnell QC and Mr James Aldridge (instructed by Chattertons, Horncastle for the appellant)

Mr John Martin QC and Mr Keith Rowley (instructed by Roythorne & Co, Spalding for the respondents)


This is an appeal from an order made on 6 July 1998 by Carnwath J, whose judgment is reported at [1998] 3 AER 917. The order dismissed an action claiming equitable relief based on proprietary estoppel brought by Mr Geoffrey Gillett. Apart from the main action the judge also heard two separate petitions for relief under s.459 of the Companies Act 1985 (both of which were also dismissed) and a subsidiary action relating to part of a farm known as The Beeches, Baumber, near Horncastle, in Lincolnshire (in which the judge refused a claim for possession and made a declaration as to the existence of a protected agricultural tenancy). This appeal is concerned only with the main action, but the subject-matter of the other proceedings spills into the main action, which relates to events spanning over forty years.


The facts


The undisputed background facts have some unusual features. In 1952, when Mr Gillett first met the first defendant Mr Kenneth Holt, the former was a schoolboy aged 12 and the latter was a gentleman farmer (and a bachelor) aged 38. Mr Holt's father had been a farmer in Lincolnshire, but the family money came from shipping interests in Liverpool. Mr Holt himself began farming on his own in 1936, as tenant of a mixed farm of 536 acres known as The Limes, Baumber. The farmhouse at The Limes is a substantial house and Mr Holt has lived there since 1936. The landlord, from 1947, was Merton College Oxford. Since these disputes arose Mr Holt has, through a company, acquired the freehold of The Limes.


Mr Holt had two brothers (one of whom was killed in the 1914–18 war) and one sister but he did not have any nephews or nieces who might have been expected to benefit from his estate. The surviving brother, Mr Noel Holt, who was born in 1911, plays a peripheral part in the story. Both he and Mr Holt's housekeeper, Miss Hilda Bell (who died before the trial) gave witness statements to Mr Gillett's solicitors and these were admitted in evidence at the trial.


In 1952 Mr Gillett moved with his parents from Skegness to Woodhall Spa on his father's promotion from police constable to police sergeant. Mr Gillett senior (who also plays a peripheral part in the story) went on to be a police inspector and, after his retirement, the chairman of the East Lindsey District Council. Mr Gillett junior went to Queen Elizabeth's Grammar School at Horncastle. He first met Mr Holt at Woodhall Spa golf club when he was earning some pocket money as a caddie. He became Mr Holt's regular caddie and a friendship developed between them. Mr Gillett said in his witness statement that despite the difference in their ages they got on well. During his teenage years Mr Gillett was a regular visitor to The Limes, helping on the farm and sometimes staying at the house. Mr Holt was introduced to Mr Gillett's parents and got on well with them. They sometimes played bowls together. Mr Gillett senior acknowledged that he was initially concerned about Mr Holt's relationship with his son but that after meeting Mr Holt's housekeeper he was reassured.


When Mr Gillett junior was 15 Mr Holt proposed that he should leave school and work full-time for Mr Holt. The proposal was that he should work at The Limes for a year and then go to agricultural college near Lincoln. Mr Gillett's headmaster was against the plan, as he was expected to take 'O' and 'A' levels, and his parents had misgivings about it. But they overcame their misgivings and in December 1956, when he was just 16, Mr Gillett went to work for Mr Holt, living at The Limes from January 1957. He took his meals with Mr Holt and the housekeeper (a predecessor of Miss Bell, who arrived in 1961). He did not in the end go to agricultural college because Mr Holt thought that he could learn more at The Limes. Mr Holt (from 1957 through his company K A Holt Ltd —"KAHL") employed a foreman and four or five other men but Mr Gillett was treated as a trainee rather than a farm labourer. He was made responsible for the payroll and Mr Holt took him to Nottingham and introduced him to Mr Holt's accountant who explained PAYE to him.


During the years when he might have been expected to be studying for his 'A' levels, or in further education, Mr Gillett learned a great deal about farming, partly from his practical training at The Limes and partly from evening courses and study which he undertook on his own initiative (he said that Mr Holt was not a believer in college learning). By 1960, when he was twenty, he had introduced a new bookkeeping system and had been given a degree of responsibility for purchasing spares. This was extended over the next two or three years to responsibility for negotiating supplies of fuel, seeds, fertilisers and sprays, and for buying and selling machinery and livestock. He introduced Mr Holt to bee-keeping, which had been a schoolboy hobby of his, and at Mr Holt's suggestion he began his own business of keeping laying poultry and selling eggs. He also enjoyed an active social life with Mr Holt, with many outdoor activities ranging from golf to shooting and speedboat racing. The only activity from which Mr Gillett was largely excluded was fishing for salmon and trout, which became an abiding interest of Mr Holt's from about 1960, taking him on regular trips to Scotland.


In 1958 or 1959 Mr Holt approached Merton College to ask whether it would sell the freehold reversion to the farm. When the college declined this approach Mr Holt asked whether the tenancy could be put in the joint names of himself and Mr Gillett. The college declined that also (unsurprisingly, if only because Mr Gillett was still under full age as the law then stood). Mr Holt then made the suggestion, both to Mr Gillett and to his parents, that he (Mr Holt) should adopt him in order to give Mr Gillett a right of succession to the agricultural tenancy. Nothing came of this but it is an indication of Mr Holt's feelings and it is part of the background to the assurances and understandings on which Mr Gillett relied in the main action.


In May 1963 Mr Holt acquired another freehold farm of 236 acres, White House Farm, Waddingworth. This was conveyed into Mr Holt's own name, not to KAHL.


When Mr Gillett was between 18 and 20 Mr Holt was clearly of central importance both to Mr Gillett's working life and to his social life. Mr Gillett had some girl friends, but Mr Holt did not encourage them. Then in 1961 at Horncastle Young Farmers Mr Gillett met and became friendly with Sally Wingate, the daughter of a tenant farmer on a nearby estate. After some initial coolness on both sides she put herself out to become friends with Mr Holt, and Mr Holt became friendly both with her and with her father and mother (until their deaths in 1971 and 1984 respectively). Mr Gillett and Miss Wingate became very close friends and at Easter 1964 they became engaged. They broke the news to Mr Holt who was at first shocked but returned the next day to his usual friendly manner. During 1964 Mr Gillett senior was transferred from Woodhall Spa to Boston and he and his wife moved away from the district for about three years. In the summer Mr Holt told Mr Gillett that he (Mr Holt) was going fishing in Iceland and that Mr Gillett (then aged 24) would be in charge of the harvest. Mr Holt went fishing and Mr Gillett got the harvest in successfully. On his return Mr Holt congratulated Mr Gillett and, according to Mr Gillett, from then on he retired from day to day involvement in the work of the farm.


Then occurred the first of seven incidents which the judge recorded ( [1998] 3 AER at pp.930–2) as assurances given by Mr Holt and relied on by Mr Gillett. The judge accepted the Gilletts' account as factually accurate. The first incident (and some supporting material from the same period) were described as follows by the judge,

" 1964 Harvest

Mr Gillett says that he and Sally (then his fiancée) were taken to dinner by Mr Holt at the Golf Hotel Woodhall Spa. The discussion was in line with earlier indications but was "more specific". Mr Holt explained that "as time progressed I would be involved more and more with the farming business and in due course I would take over the complete running of the farm and when he died the farming business would be left to me in its entirety." Mrs Gillett remembers Mr Holt saying that Mr Gillett was going to be in full charge of the farm in due course and "that he also wanted to leave the farm to Geoff".

There is some support from other witnesses. Mr Gillett's father speaks of a dinner at Mr Holt's house at about this time, at which Mr Holt said he wanted Geoffrey to run the farm which he saw as being "a permanent arrangement" and that "he would see to it that, when anything happened to himself, Geoffrey and Sally would be secure". Sally's brother, Mr Wingate, remembers a conversation at his parents' house, at which Mr Holt said "something to the effect that he was going to look after Geoffrey and Sally and that they would have an assured future".

In paragraphs 13 and 14 of the Amended Statement of Claim these statements are expressed as being to the effect that "upon...

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