This was an appeal by William David Lloyd and MGL (Rugby) Ltd against a decision that they were liable to pay Andrew Michael Sutcliffe a share of the profit made from a residential building development. Lloyd had, through one of his companies, Nimega Ltd, obtained two options to purchase the sites of two former petrol stations, and wished to develop those sites. Sutcliffe agreed to carry out the project management, construction and design of the development and make an equal investment into the properties in return for 50% of the share capital and 50% of the profit.

After Sutcliffe commenced work, but before a written agreement was made, the parties decided to transfer ownership of Nimega to Lloyd and Sutcliffe equally, with one of the options in respect of one of the sites to be transferred to a new company, MGL, of which Sutcliffe did not have an interest. Lloyd and Sutcliffe entered into a shareholder’s agreement to formalise that arrangement, which included a provision that it reflected the “entire understanding” about “matters dealt with herein”. Significantly, the agreement was silent as to how the profits of the development of the MGL site were to be distributed.

Sutcliffe lent £110,000 to allow the options to be exercised and facilitated the development of the MGL site. However, the relationship between the parties broke down and Lloyd and MGL, relying upon the entire understanding clause, refused to acknowledge that Sutcliffe was entitled to any of the profits from the development of the MGL site. Sutcliffe sued. The trial judge upheld Sutcliffe’s claim for relief pursuant to the doctrine of proprietary estoppel. Lloyd and MGL appealed.

The main issue that arose at trial was whether the “entire understanding” clause in the shareholders agreement was triggered such that it dealt with the parties arrangements with respect to the MGL site. The second and third grounds of appeal were whether Lloyd and/or MGL could be held liable given that the option was initially in favour of Nimega and property was in fact held by MGL.