As solicitors, we often find ourselves saying the same thing to clients until we are blue in the face: get it in writing. Conway v Conway and another [2025] EWHC 33314 (Ch) is a vivid, and rather painful/no doubt expensive, illustration of why that advice matters, particularly where land is concerned.
This was not a case about sharp commercial practice between strangers in a boardroom. It involved family members, good faith and a great deal of hard work carried out on the basis of trust. Yet it ended up in the High Court, with years of litigation and a result that will likely surprise many non‑lawyers.
What follows is not a technical analysis for property lawyers, but an explanation of what went wrong, what the court decided and what ordinary people can take away from it.
The story in simple terms
Peter Conway owned Church Farm in Bedworth, including a large barn. Around 2019, discussions took place with his cousin, Stephen Conway, and Stephen’s wife, Amber. The idea was that Stephen and Amber would buy the barn for £150,000 and convert it into a home for their family.
No one seriously disputed that an agreement of some sort was reached. The problem was that it was never put into a formal written contract.
Stephen and Amber went ahead and did the work anyway. And not minor work. They carried out extensive renovations, spending well over £200,000 by their account, and transforming what had been a derelict agricultural building into a habitable dwelling. They did this because they believed the barn would ultimately be transferred to them.
Relations later soured. Solicitors became involved. A sticking point emerged about whether Peter had a right to buy the barn back in the future, something he said had always been agreed and something Stephen and Amber strongly denied. Without agreement on that point, no written contract was ever signed and the £150,000 purchase price was never paid.
Peter eventually brought court proceedings, saying Stephen and Amber had no right to be on his land. Stephen and Amber counterclaimed, arguing that it would be unfair, legally, unconscionable, for Peter to deny them the barn after encouraging them to spend so much money on it.
Proprietary estoppel: the safety net (sometimes)
Stephen and Amber relied on a legal doctrine called proprietary estoppel. Stripped of jargon, it applies where:
- someone is led to believe they will have rights over land;
- they rely on that belief; and
- they suffer a detriment as a result.
If it would be unfair for the landowner to go back on their word, the court can step in to do justice.
At trial, the County Court judge agreed with Stephen and Amber. He found that there had been an oral agreement for the barn to be sold to them for £150,000, that they had relied on it and that Peter had acted unconscionably in going back on it.
To put matters right, the judge ordered what Stephen and Amber wanted all along: the transfer of the barn to them, once they paid the £150,000.
So far, so reassuring, especially to anyone who thinks fairness should always win out.
The problem: land law and Parliament
On appeal, the High Court took a different view.
English law contains a strict rule, set out in section 2 of the Law of Property (Miscellaneous Provisions) Act 1989: contracts for the sale of land must be in writing and signed by both parties. An oral contract for the sale of land is legally void and cannot be enforced.
The uncomfortable question was this:
Can proprietary estoppel be used to get around that rule and enforce an oral land contract anyway?
The High Court’s answer, in this case, was no.
Mr Justice Michael Green accepted that proprietary estoppel can still exist even where there is no written contract. But, and this is the crucial point, he drew a line between:
- using estoppel to prevent obvious unfairness (for example, stopping someone being evicted from their home); and
- using estoppel to achieve the same result as enforcing a void contract, namely specific performance of a sale of land.
Ordering the transfer of the barn was, in substance, enforcing an oral contract that Parliament has said cannot be enforced. That crossed the line.
Reluctantly, but firmly, the High Court allowed the appeal and set aside the order transferring the barn.
A hollow victory and a second bite of the cherry
If matters had ended there, Peter would have walked away owning a fully renovated barn without paying for the improvements. The judge was quite clear that this would be a deeply unjust outcome.
The saving grace for Stephen and Amber was that proprietary estoppel is not just about enforcing expectations. Sometimes it is about compensation for detriment.
Although they had put all their eggs in the “transfer the barn to us” basket, the High Court decided it was still open to remit the case back to the County Court to consider an alternative remedy: financial compensation reflecting the work and money they had spent in reliance on Peter’s assurances.
In plain English: they may not get the barn, but they may yet get paid.
What should non‑lawyers take from this?
There are a few hard but important lessons here.
- Fairness has limits
The courts care deeply about fairness, but judges cannot simply ignore Acts of Parliament. Where land is concerned, formality matters. - Proprietary estoppel is not a magic wand
It can protect people from injustice, but it will not always deliver what was promised, especially if that means enforcing a contract the law says should never have existed. - Writing things down protects everyone
This dispute may well have been avoided if the parties had taken proper advice and recorded their agreement clearly at the outset, uncomfortable conversations and all. - Family arrangements are often the riskiest
Ironically, people are most relaxed about formalities when dealing with relatives. That is precisely when the risk of catastrophic fallout is highest and why the majority of proprietary estoppel arguments involve inter-family disputes.
A solicitor’s closing thought
Cases like Conway v Conway are painful to read because everyone involved would probably say, at the start, that they trusted one another. By the end, trust had been replaced by years of litigation and eye‑watering costs.
The law will sometimes step in to soften the edges of unfairness. But it cannot and will not rescue people from every consequence of failing to take proper legal advice at the right time.
When it comes to land, a handshake and good intentions are rarely enough.
How can we help?
Kevin Modiri is a Partner in our expert Dispute Resolution team, specialising in civil disputes, insolvency, inheritance disputes, data breach claims and defamation claims.
If you’re facing a defamation issue or need advice about protecting your reputation, please do not hesitate to contact Kevin or another member of the team in Derby, Leicester, or Nottingham on 0800 024 1976 or via our online enquiry form.
Contact usIf this article relates to a specific case/cases, please note that the facts of this case/cases are correct at the time of writing.