Tangent Properties v Evans Homes: A Costly Reminder That Handshake Deals Rarely Survive Court Scrutiny

Property development projects often begin with optimism, commercial trust and ambitious plans for future profits.

The recent High Court decision in Tangent Properties (North) Ltd v Evans Homes (Skelton) No 2 Ltd [2026] EWHC 298 (Ch) demonstrates what can happen when those commercial expectations are not properly documented. The judgment is a valuable lesson for business owners, property investors and individuals who believe they are entitled to a share of profits based on historic agreements or informal understandings.

As a solicitor specialising in contentious matters, I regularly see disputes where parties genuinely believe they have reached an agreement, only to discover years later that proving it is an entirely different challenge. The Tangent case highlights exactly why clear evidence and properly drafted agreements matter.

What was the dispute about?

The case concerned the development of the Skelton Site, a substantial 267-acre former open-cast coal mining site near Leeds. Tangent Properties, controlled by property consultant Nigel Chambers, claimed that it was entitled to 10% of the development profits generated from the site. According to Tangent, that entitlement arose from agreements dating back to 1996 and subsequently continued or was reaffirmed in 2005.

Evans Homes disputed that any binding agreement existed and challenged Tangent’s claims in contract, estoppel and unjust enrichment. Following a five-day trial, the High Court was required to determine whether the alleged profit-sharing arrangement was legally enforceable.

Why did the contract claim fail?

A key issue for the court was whether the parties had actually entered into a legally binding agreement.

Tangent relied heavily on discussions in 1996 and a fax sent shortly afterwards, arguing that these communications recorded an agreement that would entitle it to a percentage of future profits. However, the court concluded that although there may have been agreement in principle, the parties contemplated that any binding arrangement would be formally documented later. Several important terms had never been settled.

The judge found uncertainty surrounding matters such as:

• the services to be provided;
• the duration of those services;
• how profits would be calculated;
• when any entitlement would arise; and
• which costs would be deducted before profit was assessed.

This aspect of the judgment reinforces a well-established principle of English contract law: a court cannot enforce an arrangement where essential terms remain unclear or incomplete. Commercial discussions and broad understandings may create expectations, but they do not necessarily create enforceable rights.

The importance of contemporaneous evidence

One of the most striking features of the judgment was the court’s assessment of witness evidence.

The judge was critical of aspects of Tangent’s evidence and found that parts of it had been “reconstructed” and were “heavily coloured by hindsight“. The court instead placed significant weight on contemporaneous documents and the objective evidence available.

For anyone involved in a commercial or family dispute, this serves as a powerful reminder that courts generally prefer contemporaneous records over recollections formed many years later. Emails, letters, board minutes, file notes and signed agreements often carry substantially greater evidential weight than oral testimony based on memory alone.

This lesson extends beyond corporate disputes. In inheritance, probate and private client litigation matters, disputes frequently turn on historical conversations and informal arrangements. The Tangent judgment illustrates the importance of preserving documentary evidence wherever possible.

What about estoppel?

Tangent also argued that Evans Homes should be prevented from denying the existence of the alleged profit-sharing arrangement through the doctrine of estoppel.

The court rejected that argument. One reason was that the alleged arrangement lacked the certainty required for the court to determine precisely what obligation should be enforced. Estoppel is not a tool for repairing an otherwise uncertain bargain.

Clients are often surprised to learn that proving reliance on a promise is not always enough. Even where parties have acted on assumptions or expectations, the court still requires a sufficiently clear representation before significant financial rights will be enforced. The outcome in Tangent illustrates how difficult that can be in practice.

Authority matters

Another important issue concerned whether individuals involved in the discussions had authority to bind the relevant companies.

The judgment considered questions of actual authority, ostensible authority and board approval. The court examined whether those negotiating on behalf of the companies were genuinely authorised to enter into the alleged arrangements.

A common misconception is that an agreement is binding simply because it was discussed with a senior employee or director. In reality, the position can be far more complicated, especially where joint venture structures or multiple corporate entities are involved.

The unjust enrichment claim

Tangent also pursued a claim in unjust enrichment, arguing that valuable services had been provided in connection with the development.

In a subsequent judgment, the court dismissed that claim as being statute-barred. The decision addressed the important issue of when a cause of action in unjust enrichment accrues where services have been provided in anticipation of an agreement that never ultimately materialises.

The result highlights the importance of taking legal advice promptly. Even where a claim may appear strong on its merits, delays can be fatal if limitation periods expire. This is a recurring issue across many forms of litigation, including inheritance disputes, breach of trust claims and property-related conflicts.

What does Tangent Properties v Evans Homes mean for clients?

The judgment demonstrates several practical points:

• If you expect to receive a share of future profits, ensure the arrangement is recorded in a properly drafted written agreement;
• Do not assume that an agreement in principle creates legally enforceable rights;
• Keep clear contemporaneous records of negotiations and key decisions;
• Verify that the individual negotiating on behalf of a company has authority to bind it; and
• Seek legal advice early if a dispute emerges, particularly where limitation periods may apply.

For clients involved in property ventures, family businesses, estates or long-running commercial relationships, the case is a reminder that courts decide disputes on evidence and legal certainty rather than expectations. Tangent believed it was entitled to a substantial share of development profits, but after examining the documents and the surrounding circumstances, the High Court concluded that no enforceable entitlement had been established.

From a litigation perspective, the decision underlines a simple but powerful message: if a significant financial arrangement matters to you, ensure it is properly documented before years pass and memories fade.