Gee v Gee & Anor, Court of Appeal - Chancery Division, June 11, 2018, [2018] EWHC 1393 (Ch)

Resolution Date:June 11, 2018
Issuing Organization:Chancery Division
Actores:Gee v Gee & Anor
 
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Case No: C31BS166

Neutral Citation Number: [2018] EWHC 1393 (Ch)

IN THE HIGH COURT OF JUSTICE

BUSINESS AND PROPERTY COURTS IN BRISTOL

PROPERTY TRUSTS AND PROBATE LIST

Bristol Civil Justice Centre

2 Redcliff Street

Bristol BS1 6GR

Date: 11 June 2018

Before:

THE HON. MR JUSTICE BIRSS

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Between:

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Leslie Blohm QC (instructed by Thrings) for the Claimant

David Rees QC (instructed by Royds Withy King) for the Defendants

Hearing dates: 11th, 13th, 16th-19th April 2018

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JudgmentMr Justice Birss :

  1. This action is a proprietary estoppel case concerning a family farm in Cumnor, Oxfordshire known as Denman's Farm. The family is the Gee family. The farm business and the land as a whole today are worth about £8 million. The farm is situated on the western outskirts of Oxford in the greenbelt. If any significant part of the land became development land instead of agricultural land, its value would be very substantially higher.

  2. The first land at Denman's Farm was bought by John P Gee in 1924. By 1992 the farm was owned by the first defendant John Richard Gee. He is John P Gee's grandson and is now in his early eighties. He is married to Pamela Gee. The claimant John Michael Gee is sixty years old. He is one of three surviving children of the first defendant and Pamela. The other children are the second defendant Robert Gee, and Jeanne Pamela Humphrey (née Gee) known as ``Tussel''. A fourth sibling Sally died in her early 20s.

  3. I will refer to the son and the father as JM and JR respectively. The other members of the Gee family will be referred to by their given names. None of this is intended to involve any disrespect to the individuals concerned.

  4. Today the farm consists of freehold land at Denman's Farm (about 200 acres), New Farm (about 130 acres bought in 1933), Rockley Farm (about 100 acres bought in 1948) and the Burnt House Land (about 100 acres bought in 1997-1999). The farm also has a tenancy of about 130 acres at St Frideswide's Farm under an agreement dated 13th May 1969. The landlord is the Oxford college Christ Church.

  5. The farming business is undertaken by a company John P Gee & Sons Ltd incorporated in 1957. The company farms the land under a tenancy agreement with the owners of the freehold. In the case of St Frideswide's, formally the tenant is JR rather than the company but from the farm's point of view the enterprise is carried on by the company.

  6. The farm has always been a mixed farm but the mix of work has shifted over the years. Initially the farm was a successful market gardening business growing fruit such as pears, apples, plums and tomatoes as well as vegetables and flowers, which were all picked and delivered to Oxford twice a week. That is no longer done. There has also been a flock of sheep at the farm and, over the years, a suckler herd. Nevertheless the main undertaking for some time has been (and is today) arable, mainly wheat and barley.

  7. JR started working on the farm in the mid 1950s. He has been a farmer all his adult life. JR and Pamela were married in 1956. They lived in the farmhouse at Denman's Farm itself and still do today. By the late 1970s JR was farming the farm himself with the help of about 6 employees. Aside from family members, the number of employees employed on the farm has steadily reduced over the years since that time. Three employees worked over 50 years at the farm. One employee, Ronald Carter, retired from full time work aged 65 five years ago but still works two or three days a week on the farm. At least one or perhaps two of the employees or former employees still live as tenants in farm properties.

  8. JM started working on the family farm in the 1970s. He has worked there all his working life until 2016. He has two sons Charles (aged 37) and Jeffrey (34) and a daughter Sasha (36). JM's children were by his first wife Christianne. They were divorced in 1992. JM married Sandra Gee in December 2004. Since he started working on the farm JM has lived there, initially in a caravan. In 1980/81 JR arranged for a house called Baxters to be built for JM on part of the land holding on the High Street (No. 70) in Cumnor. JM moved into Baxters with his first wife in 1982. He has lived there ever since.

  9. Charles went to agricultural college when he left school in 1994. He helped on the family farm as a child but after college Charles was unable to work on the farm as there were insufficient funds to pay him. As a result he developed a self-employed career working as an agricultural contractor for various other local farms. He has worked on the family farm where possible. He also studied at Harper Adams in 2013.

  10. Jeffrey also worked on the farm as a child. He took an agricultural degree at Harper Adams, graduating in 2007. He has worked on the family farm from then until 2016.

  11. After leaving school Robert took a one year Diploma in Agriculture at Cirencester. However until recently Robert's main occupation has been as a builder and property developer and he did not farm the land. There is a dispute about the extent of his involvement with the farm business. Robert is married to Helen Gee, who is a chartered accountant. Robert and Helen have two children Jack (aged 22) and Ottilie (19). Jack is at university studying engineering, and Ottilie is going to attend Cirencester when she leaves school. In 1990 Robert and Helen moved into the house which was the farmhouse for New Farm. That was after Evelyn Gee (JR's mother) moved out to live with JR's sister Mary Pearce. That house is just referred to as New Farm. It is also on the High Street in Cumnor across the road from Baxters.

  12. Tussel has her own farm with her husband. It is called Brook Farm and is about 8 miles from Denman's Farm.

  13. The company has 24,000 shares. By summer 2014 JR owned the entire shareholding of the company bar one share. The other share was held by his wife Pamela. At that time the freehold reversion of the land was owned by JR, Pamela and the company. JR held a 7/18ths share, Pamela held an equal 7/18ths share and the company held the remaining 4/18ths.

  14. In November 2014 JR transferred all his property and land holdings to his son Robert. That includes his shareholding in the company and his interest in the freehold reversion. At the same time Pamela transferred her share in the freehold to JM along with her single share in the company. These transfers are at the heart of this case.

  15. Since then Robert has been managing the farm and doing farming work on the farm.

  16. The first letter of claim was sent in August 2015 and proceedings were issued in October 2016. Also in October 2016 JM and his son Jeffrey were excluded from the farming business in disputed circumstances. JM was dismissed from his employment by the company for gross misconduct. JM contends the charges were trumped up.

  17. The claimant's case is that from when he was about 30 years old his father, JR, had repeatedly assured him that he, JM, would inherit the lion's share of the farm and that he relied on those representations to his detriment, essentially by devoting his working life to the farm and working long hours for low wages. The 2014 transfer to Robert was contrary to those assurances and unconscionable. Based on the doctrine of proprietary estoppel the claimant contends that an equity has arisen in his favour and that to satisfy the equity he should receive the whole farm (land and shares in the company) or at least the company and the lion's share of the land.

  18. The claimant's case is that until recently the idea that JM would inherit the lion's share is also what his father intended to do, however recently his father has taken against JM. This is said to be due at least in part to the influence of his brother Robert and Robert's wife Helen.

  19. The claimant pleads six particular representations he says he can remember, not being able to remember all the occasions on which the relevant representations were made. They are:

    i) In 1988 when JM was about 30, JM told his father than he wanted to farm on his own account and take on JR's role and ownership of the farm and JR assured him that he would one day.

    ii) In about 1993 at a shoot on the farm of a neighbour Geoff Barnett, there was a discussion between various farmers about the inheritance of their farms and JR agreed, within JM's hearing, that such farms should pass to the son who stayed on the farm and worked and farmed there.

    iii) In about 1995 JM and JR conducted the farm's bank manager on a tour. JM commented to the bank manager that he hoped to pass the farm on to his own children. JR did not object or contradict this thus, contends JM, confirming JM's view that he was to succeed to the company and the farm in order to be able to pass it on to his own children.

    iv) In about 1998 JR told JM that the Burnt House land was JM's land and that in due course he could use it as collateral to buy out Robert's and Tussel's shares in the farm land. JR also told JM that JM could farm that land on his own account.

    v) In about 2008 JM objected to JR's plan to build a new dwelling on gardens of a farm cottage at 24 High Street, Cumnor and JM told JR that it would be better built at the rear. JR replied that JM could build a dwelling there using company collateral ``when it's yours''.

    vi) In August 2009 JR told JM that he had a discretion as to how to spend the company's income which JM understood to mean that JM now controlled the business.

  20. In addition to the points on detriment already referred to, the claimant takes a particular point about a plot of land at 24 High Street gifted to the second defendant and Tussel in 2012. His case is that this was gifted to those two siblings rather than to JM as well because JM was going to succeed to...

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