1946 July 18. Denning J.

  Case fact

  On September 24 in 1937, the central property of London of plaintiff trusted the limited company and the accused  high tree  house property limited companies to sign a stamp seal  leasing contract, the plaintiff leased a apartment building to the accused, renting to expect 99 years, starting counting on September 29 from 1937, the rental was pound 2500 of every year.This apartment building was lately- set up.Because very quick started World War II, many persons left London, so the apartment building has no all of quilts to turn to lease out.At that time the war situation that can't converse next, the accused was obviously impossible to turn apartment completely to rent.Two  representative directors of the companies all were aware of confessed, the accused could't obtain the enough income from turn to rent in this kind of case, thus also very difficult pay the reserved rental toward plaintiff.After both parties negotiate, reached in 1941 beginning of years written form agreement, rental from lease and start the hour since the reduction was every year pound 1250.

  Thus, the accused pressed the quantity of pound 1250 to pay annually from 1941 to the rental of 1945 beginning of years.While arriving 1945 beginning of years, two wars will soon ended, all partments within the apartment building rented to go out, but henceforth the accused still presses this quantity to pay.On September 21 in 1945, the plaintiff writed a letter for accused to call, rental should from the leasing expect one beginning according to first contract provision of whole sum( every year pound 2500) pay, and said that the accused owes to rent the quantity as pound 7916.Afterwards, the plaintiff brought up this friendly litigation toward in the British deluxe court, to clear up and should pay in the accused how much rental the law condition of the problem.In the litigation, the plaintiff sued the amount of money of request was pound 625, this was 1945 later an accused of two quarters did not wish the paying rental sum, the accused was only wish the idea pays with the rental sum of year of pound 1250 because the plaintiff lays claimed to the rental of year and should be pound 2500,, thus in the degree of two quarters the accused did not wish to pay but the plaintiff thought and should pay of rental sum was pound 625. By their defence the defendants pleaded (1.) that the letter of January 3, 1940, constituted an agreement that the rent reserved should be 1,250l. only, and that such agreement related to the whole term of the lease, (2.) they pleaded in the alternative that the plaintiff company were estopped from alleging that the rent exceeded 1,250l. per annum and (3.) as a further alternative, that by failing to demand rent in excess of 1,250l. before their letter of September 21, 1945 (received by the defendants on September 24), they had waived their rights in respect of any rent, in excess of that at the rate of 1,250l., which had accrued up to September 24, 1945.

  Queen's Bench Division of the High Court of Justice

  DENNING J.stated the facts and continued: If I were to consider this matter without regard to recent developments in the law, there is no doubt that had the plaintiffs claimed it, they would have been entitled to recover ground rent at the rate of 2,500l. a year from the beginning of the term, since the lease under which it was payable was a lease under seal which, according to the old common law, could not be varied by an agreement by parol (whether in writing or not), but only by deed. Equity, however stepped in, and said that if there has been a variation of a deed by a simple contract (which in the case of a lease required to be in writing would have to be evidenced by writing), the courts may give effect to it as is shown in Berry v. Berry [1929] 2 K. B. 316. That equitable doctrine, however, could hardly apply in the present case because the variation here might be said to have been made without consideration. With regard to estoppel, the representation made in relation to reducing the rent, was not a representation of an existing fact. It was a representation, in effect, as to the future, namely, that payment of the rent would not be enforced at the full rate but only at the reduced rate. Such a representation would not give rise to an estoppel, because, as was said in Jorden v. Money (1854) 5 H. L. C. 185, a representation as to the future must be embodied as a contract or be nothing.

  But what is the position in view of developments in the law in recent years? The law has not been standing still since Jorden v. Money (1854) 5 H. L. C. 185. There has been a series of decisions over the last fifty years which, although they are said to be cases of estoppel are not really such. They are cases in which a promise was made which was intended to create legal relations and which, to the knowledge of the person making the promise, was going to be acted on by the person to whom it was made and which was in fact so acted on. In such cases the courts have said that the promise must be honoured. The cases to which I particularly desire to refer are: Fenner v. Blake [1900] 1 Q. B. 426, In re Wickham (1917) 34 T. L. R. 158, Re William Porter & Co., Ld. [1937] 2 All E. R. 361 and Buttery v. Pickard [1946] W. N. 25. As I have said they are not cases of estoppel in the strict sense. They are really promises - promises intended to be binding, intended to be acted on, and in fact acted on. Jorden v. Money (1854) 5 H. L. C. 185 can be distinguished, because there the promisor made it clear that she did not intend to be legally bound, whereas in the cases to which I refer the proper inference was that the promisor did intend to be bound. In each case the court held the promise to be binding on the party making it, even though under the old common law it might be difficult to find any consideration for it. The courts have not gone so far as to give a cause of action in damages for the breach of such a promise, but they have refused to allow the party making it to act inconsistently with it. It is in that sense, and that sense only, that such a promise gives rise to an estoppel. The decisions are a natural result of the fusion of law and equity: for the cases of Hughes v. Metropolitan Ry. Co. (1877) 2 App. Cas. 439, 448, Birmingham and District Land Co. v. London & North Western Ry. Co. (1888) 40 Ch. D. 268, 286 and Salisbury (Marquess) v. Gilmore [1942] 2 K. B. 38, 51, afford a sufficient basis for saying that a party would not be allowed in equity to go back on such a promise. In my opinion, the time has now come for the validity of such a promise to be recognized. The logical consequence, no doubt is that a promise to accept a smaller sum in discharge of a larger sum, if acted upon, is binding notwithstanding the absence of consideration: and if the fusion of law and equity leads to this result, so much the better. That aspect was not considered in Foakes v. Beer (1884) 9 App. Cas. 605. At this time of day however, when law and equity have been joined together for over seventy years, principles must be reconsidered in the light of their combined effect. It is to be noticed that in the Sixth Interim Report of the Law Revision Committee, pars. 35, 40, it is recommended that such a promise as that to which I have referred, should be enforceable in law even though no consideration for it has been given by the promisee. It seems to me that, to the extent I have mentioned that result has now been achieved by the decisions of the courts.

  I am satisfied that a promise such as that to which I have referred is binding and the only question remaining for my consideration is the scope of the promise in the present case. I am satisfied on all the evidence that the promise here was that the ground rent should be reduced to 1,250l. a year as a temporary expedient while the block of flats was not fully, or substantially fully let, owing to the conditions prevailing. That means that the reduction in the rent applied throughout the years down to the end of 1944, but early in 1945 it is plain that the flats were fully let, and, indeed the rents received from them (many of them not being affected by the Rent Restrictions Acts), were increased beyond the figure at which it was originally contemplated that they would be let. At all events the rent from them must have been very considerable. I find that the conditions prevailing at the time when the reduction in rent was made, had completely passed away by the early months of 1945. I am satisfied that the promise was understood by all parties only to apply under the conditions prevailing at the time when it was made, namely, when the flats were only partially let, and that it did not extend any further than that. When the flats became fully let, early in 1945, the reduction ceased to apply.

  In those circumstances, under the law as I hold it, it seems to me that rent is payable at the full rate for the quarters ending September 29 and December 25, 1945.

  If the case had been one of estoppel, it might be said that in any event the estoppel would cease when the conditions to which the representation applied came to an end, or it also might be said that it would only come to an end on notice. In either case it is only a way of ascertaining what is the scope of the representation. I prefer to apply the principle that a promise intended to be binding, intended to be acted on and in fact acted on, is binding so far as its terms properly apply. Here it was binding as covering the period down to the early part of 1945, and as from that time full rent is payable.

  I therefore give judgment for the plaintiff company for the amount claimed.

  中央的伦敦财产信赖有限 v 高的树众议院有限。

  1946 七月 18 日. 目录驱动网络 J .


  在 1937 年在九月 24 日,原告的伦敦中央财产信赖了有限公司和被告的高树房子财产有限公司签署一份邮票印章虚伪契约,原告对被告者出租了一楝公寓建筑物, 租用 99 年期待, 在九月 29 日开始计算从 1937, 出租是磅 2500 每年。这一楝公寓建筑物近来- 组在上面。因为非常快的开始第二次世界大战 , 许多人离开了伦敦,因此,公寓建筑物没有所有的棉被准备出租出。那时不能交谈下一个的战争情形,被告者是明显不可能完全地转公寓租用。二位公司的代表性指导者全部知道承认,被告的 could't 在这种情况获得充足的从旋转到租金的收入, 如此也非常困难的薪资向原告的沉默寡言的出租。因为减少每年是磅 1250 ,在两者的党商议, 在被写形式协议的数年 1941 开始,来自租约的出租中到达并且开始小时之后。

  因此,被告者压进了磅 1250 的量每年从 1941 支付到数年的 1945 开始的出租。当到达的时候数年的 1945 开始,二个战争将会很快结束,所有的分开在公寓建筑物里面租用出去,但是被告者仍然压这量支付自此以后。在 1945 年在九月 21 日,原告为控告写了一封信呼叫, 出租应该从虚伪期待一依照整个总数 ( 每年磅 2500) 的第一契约准备开始薪资, 而且说被告者亏欠租用如磅 7916. Afterwards 的量, 原告提出这个友好的诉讼向在英国的高级法院中, 澄清而且应该缴款被告者如何多租借问题的法律情况。在诉讼中,原告控告请求的钱数量是磅 625, 这是 1945 稍后一控告四分之二没有愿支付的出租总数,因为原告绞宣称到年的出租而且应该是磅 2500 ,所以被告者是唯一的希望主意和租借量年的磅 1250 的薪资,, 如此在四分之二被告者的程度中没有愿支付但是原告想而且应该租借总数支付是磅 625. 藉着他们的防卫被告辩护 (1.) 1940 年一月 3 日的信, 构成了协议租金沉默寡言的应该是 1,250 l. 只有, 而且被讲到租约的整个期限的如此协议,(2.) 他们辩护在替代选择中原告公司从声称被禁止翻供租金超过了 1,250 l . 每一年和 (3.) 如较进一步的替代选择, 那藉由失败超过 1,250 l 要求租金。 在他们的 1945 年九月 21 日 (在九月 24 日藉着被告收到) 的信之前,他们已经免除关于任何的租金他们的权利,以 1,250 l 的比率超过那。, 直到 1945 年九月 24 日已经自然增加.


  目录驱动网络 J.stated 事实而且继续: 如果我准备考虑对法律的最近发展的没有关心的这一个物质,有宣称原告它的没有怀疑,他们以 2,500 l 的比率有权复原土地的租金。 来自期限的开始一年, 因为它是可付的租约是,依照旧的通常法律,无法被 parol( 是否在写作方面) 的协议改变的在印章下面的租约, 但是被行为只有改变。 公正, 然而踏在, 而且说当在草莓类植物 v 被显示之时,如果已经有一份简单的契约 ( 在写方面必需的是租约的情况会必须在藉由写被证据) 的行为一种变化, 法院可能把效果给它。 草莓类植物 [1929]2 K. B.316. 哪一公平的教义,然而, 无法目前应用情形因为变化这里可能被说不需要考虑就已经被做。 关于禁止反言,表现关于减少租金制造, 现有的事实表现不是。资讯科技是表现,有效,关于未来,即,租金的那付款不被以完整的比率但是只有以被减少的比率运行。 一个如此表现不引起一个禁止反言,因为, 当做在 Jorden v 被说。 钱 (1854)5 H. L. C.185,关于未来的表现一定被具体表达如一份契约或者什么也不是。

  但是近几年来考虑到法律的发展位置是什么? 法律已经没有是自从~以后 Jorden v 站好。 钱 (1854)5 H. L. C.185. 在过去五十年以来已经有一系列的决定, 虽然他们被说是禁止反言的情形不是真的如此。 他们是情形在哪一想要的是一个诺言被做产生合法的关系和哪一,到作诺言的人知识,正在去被它被做的人有所反应和哪一事实上如此被有所反应。 在如此的情况法院已经说诺言一定被给予荣誉。 我特别地需要提到的情形是: Fenner v. 布莱克 [1900]1 Q. B.426, 在关于 Wickham(1917)34 T. L. R.158,关于威廉门房 &公司, Ld. [1937]2 所有的 E. R.361 和像奶油的 v. Pickard[1946] W. N.25. 当我已经说他们不是严厉的感觉禁止反言的情形。 他们真的是承诺 -承诺想要绑,想要被有所反应, 而且事实上有所反应。 Jorden v.钱 (1854) 因为在那里契约者使它清楚她没有想要合法约束,所以 5 H. L. C.185 能被区别, 然而在那情况该哪一是契约者确实想要约束的。 在每个情况法院举行了诺言在党上绑做到,即使在旧的通常法律之下它可能难以为它找任何的考虑。 法院到现在为止没有同样地离去为一个如此诺言的裂口在损害中提供行动的因素,但是他们已经拒绝允许做到不一致地以它行动的党。 资讯科技是在那一个感觉中,而且那只感觉,一个如此诺言引起一个禁止反言。 决定是法律和公正的融合物的一个天然结果: 对于修 v 的情形。 大都市的 Ry. 公司 (1877)2个应用。 加州。 439,448,伯明罕和区域土地公司 v. 西方 Ry 的伦敦 & 北的。 公司 (1888)40 章 D.268,286 和索尔斯堡 (Marquess) v. Gilmore[1942]2 K. B.38,51,为叙述一个党不被允许公正在一个如此诺言上回去负担一种充份的基础。 依我之见,时间现在已经为一个如此诺言的有效性受到的影响被辨认出。 合乎逻辑的结果, 没有怀疑是一个诺言接受较大的总数解除的较小总数,如果, 有所反应正在纵使缺少考虑绑: 而且如果法律的融合物和公正导致这一个结果,这么多比较好。 那一个方面在 Foakes v 没被考虑。 啤酒 (1884)9个应用。 加州。 605. 在日子的这次然而,当法律和公正已经被一起叁加达超过七十年之久的时候,原则一定鉴于他们的组合效果被再考虑。 资讯科技要在第六个法律校订委员会,标准的暂时报告中注意。 35,40, 一般推荐即使没有考虑已经为它被受约人给,如我已经提到的那一个诺言, 应该是可运行的在法律中。 资讯科技似乎我那, 到那范围我现在已经提到那一个结果已经被法院的判决达成。

  我是满意的,我已经提到的像如此的诺言正在绑,而且为我的考虑保持的唯一问题目前是诺言的范围情形。 我被使~满意在所有的证据上诺言这里是土地的租金应该被转为 1,250 l .如一个暂时的权宜之计的一年一会儿公寓的区段不完全, 或实质上完全让,由于情况获胜。那意谓,在租金中的减少应用一整年 ??落到 1944 底,但是在 1945 年初期它是简单的公寓完全被让,和,的确从他们 ( 多数的他们不被租金限制动作游戏影响) 收到的租金,被超过它本来被注视的身材增加他们会被让。 无论如何来自他们的租金以前一定是非常相当多的。 我找,在租金的减少被做的时间获胜的情况,已经被完全在 1945 年早数个月之前过世。我被使~满意,当它被做的时候诺言被所有党了解了不料竟会在情况获胜之下应用,即,当公寓只有部份地被让的时候,而且它超过那没有扩充更进一步了。 当公寓完全变成让的时候,在 1945 年初期,减少停止应用。

  在那些环境中,在法律之下当我支撑它之时, 它似乎我以完整的比率四分之一终止九月 29 日和 1945 年十二月 25 日的租金是可付的.

  假如情形是禁止反言之一, 它可能被说那无论如何禁止反言会停止当情况到哪一被应用的表现结束,或它也可能被说它只会在注意上结束。 在任一情况它只是确定什么是表现的范围方法。 我偏爱应用原则,一个诺言想要绑,想要被有所反应而且事实上有所反应,当它的期限适当地应用,正在远这么绑。它正在绑同样地包含的时期到早期的这里 ??落 1945, 而且当从全部租用的那次起是可付的之时。