CL-2022-000676 - [2025] EWHC 2486 (Comm)

Fecha: 01-Oct-2025

Estoppel and related concepts

Estoppel and related concepts

232.

The next stage of Medpro’s case was that if the Contract, on its true construction, did require more than was delivered, DHSC nonetheless was estopped from relying on the relevant clauses which imposed those obligations. In other words it said that DHSC was not entitled to rely on the relevant contractual terms because some combination of what was said or done or believed rendered it unfair to do so. Medpro’s case was pithily summarised in its written closing thus: “[Medpro] provided the documents it had. DHSC approved the Contract based on those documents. That was a clear representation that PPEM’s offer met the applicable requirements; DHSC cannot now assert that they did not.”

233.

This case went primarily to the EN 556 and CE marking aspects of the contractual case, and those are considered first.

234.

Estoppel, of course, is not a generalised “mop up” concept to be applied in any case of perceived unfairness. It is the umbrella concept which links a number of distinct doctrines or rules – each with their own requirements. It is therefore necessary to be clear, in any given case, exactly which doctrine is relied upon, what the requirements of that doctrine are and how the distinct requirements are satisfied.

235.

Medpro relied generally on contractual estoppel, estoppel by representation, estoppel by convention, estoppel by acquiescence. Although contractual estoppel was less in focus by closing, it continued to rely on the others somewhat globally, with the applicable doctrine depending on how the court interpreted the evidence which had emerged.

236.

That being the case, it is worth commencing with an overview of what is involved in each of these concepts.

Contractual estoppel is conceptually distinct (as both parties really agreed – Medpro by its location within the skeletons). Contractual estoppel is all about holding a party to the terms of its contract (see Foxton J inRolls-Royce Holdings plc v Goodrich Corporation[2023] EWHC 1637 (Comm) at [47]). Therefore if Medpro is wrong on contractual construction, contractual estoppel offers no life line.

Estoppel by representation has the following elements (see Chitty on Contracts 35^th ed. paragraphs 7-006-7-011):

Clear and unambiguous representation;

ii)

At least objective intention by representor that the representee will rely and that reliance should be reasonable (Footnote: ¹);

iii)

Actual reliance in fact;

iv)

Prejudice/detriment if the representor is allowed to rely on the representation.

Estoppel by convention has the following elements (see Chitty paragraphs 7-016-7-028):

Both parties are involved in an assumed state of the facts or law;

ii)

That assumed state is unambiguous or clear;

iii)

The assumption must be shared and there must be words or conduct which crosses the line between the parties from which the necessary sharing may be inferred;

iv)

Both parties act on that assumed state of facts or law and specifically the party asserting it must in fact have relied upon the common assumption, to a sufficient extent, rather than merely upon his own independent view of the matter;

Prejudice/detriment if one party is allowed to rely on the real (non-assumed) facts/law.

Estoppel by acquiescence (in the sense relied upon by Medpro (Footnote: ²)) has the following elements:

One party to a transaction has made an assumption as to the state of facts or law;

ii)

That assumed state is unambiguous or clear;

iii)

The party estopped knew of the understanding adopted by the other and acquiesces in that assumption;

iv)

The party asserting it must in fact have relied upon the common assumption, to a sufficient extent, rather than merely upon his own independent view of the matter.

237.

It can therefore be seen that there are certain elements which are common to most of the concepts prayed in aid by Medpro. In particular all of the estoppels cited require (i) some form of clear representation or assumption and (ii) the party invoking the estoppel to prove reliance in fact, and its correlate prejudice/detriment.

238.

These two elements require some consideration.