Describe the fact situation in the following cases, two cases and explain their legal significance:

a) Combe .vs. Combe [1951]2KB 215

b) Central London Property Trust Ltd .vs. High Trees House Ltd [1947]KB 130

TABLE OF CONTENTS..

INTRODUCTION

 Material facts of the case of Combe .vs. Combe [1951]2KB215

 Material facts of Central London Property Trust Ltd .vs. High Trees House Ltd [1947]KB
130

MAIN DISCUSSION

 Legal significance of these cases

CONCLUSION

 General overview of the work

REFERENCE

INTRODUCTION
Case of Pinnel’s Vs. Cole1, the fact was Pinnel’s sued Cole, in an action of debt upon a bond on
11th November 1600, Coles defense was that, at Pinnel’s request, he had paid him £ 5256 on 1st
October and that Pinnel’s had accepted this payment in full satisfaction of the whole. The Court
held that payment of a lesser sum on the day in satisfaction of greater was not satisfaction of the
whole because by no means can a lesser sum be satisfaction for a greater sum, The debtor would
not be allowed to enforce the creditors undertaking to accept part-payment in full settlement of
debt because he furnished no consideration for the creditor’s promise. This rule is to the effect that
where a creditor accepts payments of a lesser some than what is due to him and promises not to
sue, the promise is not binding to him, because the debtor has the duty to discharge the whole
amount of debt although the creditor promises him not to sue2.

As it is referred in the case of Foakes Vs. Julia Beer3, in this case the appellant, Dr. John Weston
Foakes, owed the respondent, Julia beer, a sum of euro 2,090 19s after a court judgment. Beer
agreed that she would not take any action against Foakes for the amount owed if he would sign an
agreement promising to pay an initial sum of euro 500(£ 52,615.38 in 2012 adjusted for inflation)
and pay £ 150 twice yearly until the whole amount was paid back. Foakes was in financial
difficulty and, and with the help of his solicitor drew up an agreement for beer to waive any interest
on the amount owed. She signed Foakes paid back the principal but not the interest. Then beer
sued Foakes for the interest. The question was whether she was entitled to it, despite their
agreement that he would not need to pay it, in which the Court held that Dr. Foakes was liable to
pay all debt and interest and any agreement between Mr. Foakes and the Judgement creditor does
not help the appellant to escape the payment of debts.

But this principle in Pinnel’s case has an exception in which one of the exceptions of this rule is
raised in the case of Central London Property Trust Bank Ltd Vs. High Trees House Ltd.

MAIN BODY

PART A

1
(1602) 5 Co Rep 117
2
Contract Law, Catherine Elliott & Frances Quinn, 7th edition
3
(1884)UKHL1
The case of Central London Property Trust Bank Ltd Vs. High Trees House Ltd4, the case
involve a block of flats owned by the Plaintiff in September 1939, the Plaintiff leased the block to
the Defendants planned to rent out the individual flat use the economic income to cover their
payments on the lease, and makeup the profit on top. Unfortunately, their plans were rather spoiled
by the facts that the Second World War had just broken out, and many people left London, make
it difficult to find tenant. As a result, many of the flats were left empty. Therefore the Plaintiff
agreed that the Defendants could pay half the ground rent stipulated in the lease however it was
not expressly agreed how long this would last for. By 1945 the flats were full again and the Plaintiff
claims the full ground rent for the last two quarters of 1945. The Plaintiff stated that the agreement
was only ever intended to last until the war was over or the flats full let, whichever was the sooner,
both events had happen by the time payment for the last two quarters of 1945 were due, and so
they believed that they were entitled to full payment for that period. The defendants argued that
the agreement to pay the rent at a reduced rate applied to the whole term of the lease. They argued
that the plaintiffs were Estopped from claiming that the rent should be higher.

Lord Denning, J. was of the view that the January, 1940 agreement was intended as a temporary
expedient only and that it had ceased to operate early in 1945 when the flats were full. He decided,
therefore, that the rent originally fixed was payable and gave judgment for the plaintiffs in the sum
of E 625 being arrears of rent for 'the last two quarters of 1945. The learned judge was also of the
view that had the plaintiffs sued for arrears of rent from 1940 to 1945 the agreement 91 made in
January 1940 would have operated to defeat their claim. His reasoning needs some consideration.
For the plaintiff's defendants furnished no promise to reduce rent consideration. Since the
defendants had furnished no consideration for the plaintiff's promise the (defendants) could not
enforce it. But the defendants did not seek to enforce a contract and therefore; they did not need to
prove consideration. The judge then considered whether there is a rule in common law which could
prevent the plaintiffs from enforcing their claim of arrears of rent from 1940-1945. Lord Denning
commented that such an agreement should now be enforceable under the doctrine of promissory
estoppels, and indeed the plaintiff did not seek the full debt on the basis of what was fair and,
perhaps, thought was the law.

4
(1947) KB. 130
This case establishes the doctrine of Consideration in Promissory Estoppels: as one of the
exception in Pinnel’s case. “If a person makes to another a clear and unambiguous representation
of fact intending that other to act on it, if the representation turns out to be untrue, and if that other
does act upon it to his prejudice, the presenter is prevented or "Estopped" from denying its truth.
He cannot, as it were, give himself the lie and leave the other party to take the consequences". In
practice the most significant limit to the rule in Pinnel’s case is to be found in the equitable
principle of estoppels. Here we consider the extent to which promissory estoppels operates in effect
as an alternative to consideration in the discharge or modification of existing duties and its
potential to operate in this way in the formation of contract. It should be noted that its only one
form of estoppels that equity may, by the principle of proprietary estoppel provide the remedy in
respect of an agreement for the sale of land that does not comply with the statutory requirement of
form.

Promissory estoppels is the legal principle that a promise is enforceable by law, even if made
without formal consideration when a promisor has made a promise to the promise who then relies
on that promise to his subsequent detriment5. These case establish a legal significance that a
promise may be made even without a consideration or consideration to be made in future, as
referred to the case of High trees that the Judge was prepared to hold in the High Trees case that
the promise by the landlords to accept a smaller rent in discharge of the larger rent was binding
notwithstanding absence of consideration because that promise was intended to be acted upon and
was in fact acted upon by the tenants. That if a person makes clear and unambiguous presentation
of facts to another person to the intention that another person shall act upon it, then the one who
made that presentation will be estopped from denying the truth of that statement. This is reflected
under Tanzania, under Section 1236 and Section 637, which provides that “Every promise may
dispense with or remit, wholly or in part the performance of the promise made to him, or may
extend the time for such performance, or may accept instead of it any satisfaction which he thinks
fit”,

5
Thomson (2008) Davies on Contract, Sweet and Maxwell United kingdom London Publisher 10th Edition.
6
The Evidence Act [Cap 6 R:E 2002]
7
The Law of Contract Act, Cap 345 R.E 2002
So advances have been made in promissory estoppels since its inception in under this case of
Central London Property Trust Bank Ltd vs. High Trees House Ltd8 as it create a new inroad
into the rule in Pinnel's case that an agreement to accept part payment of a debt in full satisfaction
of it is unenforceable for want of consideration. Lord Denning commented that such an agreement
should now be enforceable under the doctrine of Promissory Estoppel, and indeed the plaintiff did
not seek the full debt on the basis of what was fair and, perhaps, thought was the law these
circumstances the promissory estoppels has the effect of extinguish the creditor’s right to the
balance of debt. This originated from the obiter dictum of Denning J as he then was in the High
Trees case, to significance degree it achieves in practical terms. However, the courts were at first
reluctant to overrule or distinguish case like Pinnel's case having formed part of the common law
for so long but Lady Justice Arden in Collier Vs. P & MJ Wright (Holdings) Ltd9accepted in
principle that High Trees could be used to extinguish a creditor's right to full payment of a debt in
such circumstances.

It creates a legal significance in Law of Contract since the rise of this case that a person who makes
clear and unambiguous representation of facts to another and that person acts within that statement,
with the intention of that person to act on it the person who makes the statement is estopped from
denying the truth of the statements. As it is reflected in the case of Hughes Vs. Metropolitan
Railway Co10., as per Lord Cairns: “ is the first upon which all Courts of equity proceed, that if
parties who have entered into definite and distinct term involve certain legal result, certain penalty
or legal forfeiture afterwards by their own act or consent enter upon a cause of negotiation which
has the effect of leading one of the parties to suppose that the strict right arising under the contract
will not be enforced or will kept in suspense, or held in abeyance, the person who otherwise might
have enforced those rights will not be allowed to enforce them were it would be inequitable having
regard to the dealing which have thus take place between the parties”.

However before applying this Rule there are three important conditions to be considered as it was
explained in the case of Woodhouse Vs. Nigerian Produce Marketing Co Ltd11. in which the
first condition, is that the representation should be clear and unequivocal, that if a representation

8
(1947) KB. 130
9
(2007)
10
(1877)
11
1972 2 W.L.R 109,
is not made in such a form as to comply with this requirements its normally matters not that the
representee should have misconstrue it and relied upon it, the second condition is that the
representee must have acted on the representation, and the third condition the representer must
have intended the representee to act on the representation, as in the case of Nurdin Bandali Vs.
Lombank Tanganyika. Ltd12. Plaintiff entered into a hire purchase agreement with the
Defendants to purchase a Mercedes Benz truck. He paid a down-payment of Shs. 14,300/= and
was to pay the balance of Shs. 46,008/= in 17 equal installments plus the last installment which
included Shs. 20/= payable on exercise following terms, among others: Clause 4-provided that if
the Plaintiff made any default in the due or punctual payment of any installment, Defendent was
entitled to terminate the hiring and repossess the vehicle without notice. By clause 7 the Vehicle
was to remain the property of Lombank until all sums due were paid and an option to buy was
exercised. Clause 9 was to the effect fuat no forbearance, indulgence or relaxation shown or
granted to Plaintiff was in any way to affect, diminish, restrict or prejudice the rights and powers
of Lombank or constitute a waver of any breach of the agreement. Nurdin took posssesion, and
had use of the truck out of 16 installments Nurdin was late and paid in arrears 14 installments. In
all the 14 installments Lombank used to send Nurdin reminders, notice to terminate and
repossession of the vehicle. The 17th installment fell due on 17/10/1961. Nurdin was reminded as
usual. The last installment fell due on 17/11/1961, on 18/11/1961 Lombank sent a letter of
termination to Nurdin stating the amount due as Shs. 5,132/= (two installments plus Shs. 20/=
option to purchase). On 29/11/1961 Lombank saw the truck in Dares Salaam, seized it and
instructed the driver to tell Nurdin to pay the amount. On being informed Nurdin, by telegram,
instructed his agent in Dar es Salaam to send Lombank a cheque for shs. 2,500/= and to tell him
that he himself had posted a cheque for shs. 2,500/= on 30th November, 1961. The agent wrote a
note on the telegram and sent it to Lombank by asking him if he can send cheque for shs 2,500/=
to him and he says yes. When, on the same day the agent sent the cheque, Lombank refused it and
the agent was informed that Lombank had already sold the vehicle. When Nurdin was informed
about the sale he filed a suit alleging fraud, waiver and estoppels. He lost in the Lower Court and
Appealed, one of the grounds of Appeal was that Lombank by his conduct stopped itself from

12
([1963] E.A. 304)
asserting its right to reposes because Lombank by its conduct made a representation, that time was
not of the essence of the contract by accepting payments in arrears.

The Court having ruled out the application of the English doctrine of estoppels because Lombanks
representation was not as to matter of fact but one of legal relationship, considered whether or not
the doctrine of equitable or promissory estoppels could be invoked to prevent Lombank from
enforcing his strict legal rights. The doctrine, the Court noted, has three elements which must be
present. First, a clear and unequivocal representation; secondly, an intention that it should be acted
upon; and thirdly, action upon it in the belief of its truth13. Then the Court considered a given facts
of the case, whether the doctrine of promissory estoppels could be invoked to prevent Lombank
from denying the truth of his representation that he would not enforce his strict legal rights -
demand punctual payment and repossession of the truck on default as per Clause 4 of their
agreement. On as to whether Lombank's representation was clear and unequivocal and intended to
be acted upon by Nurdin the Court held that in the light of clause 9 and Nurdin's previous
experience (when serving as Lombank's agent to repossess vehicles from those who delayed
payments) the representation was clear and unequivocal, but that there was nothing which could
have induced Nurdin to believe that Defendant would not enforce his rights. The doctrine could
not be invoked in favour of Nurdin Bandali because the Court found that there was no intention
on the part of Lombank that Nurdin should rely and act on it.

PART B

In the case Combe V.s Combe14, Mr. and Mrs. Combe were married couples. Mr. Yasser M.
Combe promised Mrs. Radhika M. Combe that he would pay her an annual maintenance euro1000
per annum tax free as permanent maintenance. Their marriage eventually fell apart and they were
divorced, as a result, although not requested by the husband the wife did not apply to the divorce
court for maintenance. Then the decree was made absolute. Mr. Combe refused to pay any of the
maintenance he had promise. Seven years later Miss Combe brought an action against Mr. Combe

13
A.G.Guest. Anson’s law of Contract, 26th edition

14
[1951]2KB215
to have the promise enforced. There was no consideration in exchange for the promise and so no
contract was formed. Instead, she argued that promissory estoppels as she had acted on the promise
to her own detriments. At the first instance the Court agreed with Mrs. Combe and enforced the
promise under promissory estoppels. However this decision was then appealed. When this case
reached the Court of Appeal, Lord Denning used the opportunity to restate the principle. He said
“the principle in High Trees case … does not create causes of action where none existed before. It
is only prevents the party from insisting upon his strict legal Rights, when it would be unjust to
allow him to enforce them, having regard to the dealing which has take place between the parties

Issue, this case was brought only four years after the landmark decision given in central London
property trust ltd vs. High Trees House Ltd which held that party could not revert on an earlier
promise made. Therefore, the Court in this instance was required to consider whether the husband
could withdraw from his earlier promise to pay the wife the sum of money. It was important for
the court to understand whether the wife could claim for the sum of money that had been promised
previously, despite the fact she had not claimed for the money for several years.

This case establishes the principle of Promissory Estoppels not a cause of action as one of the
limitation to the applicability of the Doctrine of Equitable Estoppels. “where one party has, by his
words or conduct, made to the other a promise or assurances which was intended to affect the
legal relation between them and to be acted accordingly, then, once the other party has taken him
at his words and acted on it, the one who gave the promise or assurances cannot afterwards be
allowed to reverts to the previously legal relation as if no such promise or assurances had made
by him, but he must accept their legal relations subject to the qualification which he himself has
so introduced even though it’s not supported in a point of law by any consideration but only by his
words15.” That this Principle must be used as a “Shield and not a sword” which means Promissory
Estoppels operates only by way of defense which means it give them no right of action but only
objection, and this good defense which can be used as defensive way, and this was made clear in
Combe Vs. Combe16

CONCLUSION; The Doctrine of Estoppel is often used as a legal defense tool used when someone
reneges on or contradicts a previous agreement or claim. Also an equitable estoppel can prevent a

15
A.C.Moitra, Law of Contract and Specific Relief, 5th edition at Pg 46
16
(1951) 2 K.B. 215).
person from going back on his word or prevent someone from going back to court on same
grievance.

REFFERENCES
BOOKS

Smith J (2000); Smith & Thomas a case book on Contract; London Sweet & Maxwell; Publisher
11th Edition

Smith John (2002); The law of Contract London Sweet & Maxwell Publisher 4th Edition

Thomson (2008) Davies on Contract, Sweet and Maxwell United kingdom London Publisher 10th
Edition.

Cheshire, Fifoot & Furmston’s, The Law of Contract, Butterworths London Publisher 14th edition

Guest A.G. Anson’s law of Contract, Oxford Universty Publisher 29th edition

CASES

Combe Vs. Combe [1951]2KB 215

Central London Property Trust Ltd Vs. High Trees House Ltd [1947]KB 130

Hughes Vs. Metropolitan Railway Co. 1877,

Woodhouse Vs Nigerian Produce Marketing Co Ltd. 1972 2 W.L.R 109,

Foakes Vs. Julia Beer (1884) UKHL1

STATUTE

Law of Contract Act, Cap 345 R.E 2002