CA-2024-001924 - [2025] EWCA Civ 1206

What has been termed “contractual estoppel” arises where the parties to a contract have “agreed that a specified state of affairs is to form the basis on which they are contracting or is to be taken, for the purposes of the contract, to exist”: Chitty on Contracts, 35^th. ed., at paragraph 7-029. Such a “contractual estoppel” “precludes a party to the contract from alleging that the actual facts are inconsistent with the state of affairs so specified in the contract”: Chitty on Contracts, at paragraph 7-029.

Statements of this kind are often to be found in recitals, but it is “a question of construction” whether a recital was “intended to be an agreement of both parties to admit a fact”: Greer v Kettle [1938] AC 156, at 167, per Lord Atkin. Further, for a recital to give rise to an estoppel it “must relate to specific facts, must be certain, clear and unambiguous”: Greer v Kettle, at 170, per Lord Maugham.