March 22, 2018
18th November 2015/in Case Summaries, Contract Law /by Vivek Khanna LLB, LLM, Barrister at Law
Woodhouse A.C. Israel Cocoa Ltd. S.A. and Anor v Nigerian Produce Marketing Co. Ltd.  2 W.L.R. 1090
• Contracts between W and N for the sale and purchase of cocoa provided for payment in Nigerian pounds in Lagos
• Concerned about effecting the contract in Nigerian Pounds, W and N agreed to the price being expressed in sterling in contracts made after a certain date
• The value of Pounds Sterling fell below the Nigerian Pounds
• W claimed that the effect of the agreement (particularly a letter from N) was that in respect of contracts then open they were entitled to make payment in sterling in Lagos on the basis of one pound sterling for one Nigerian pound.
• Arbitration: Contract had been varied by subsequent agreement. N is estopped. W’s claim granted
• HC: Affirmed arbitral award
• CA: Subsequent agreement did not affect money of account but only money of payment, so N not estopped
• HL: No estoppel. W’s appeal dismissed
Plaintiff/Appellant: Woodhouse A.C. Israel Cocoa Ltd. S.A. and Anor
Defendant/Respondent: Nigerian Produce Marketing Co. Ltd.
Counsel: R. A. MacCrindle Q.C. and Anthony Evan
Counsel: Michael Kerr Q.C. and T. H. Bingham
Would promissory estoppel apply even though representation is unclear?
i. To give rise to an estoppel, representations should be clear and unequivocal, and that, if a representation is not made in such a form as to comply with this requirement, it normally matters not that the representee should have misconstrued it and relied upon it (Hailsham LJ)
ii. Letters must be construed in the light of the surrounding circumstances. (Hailsham LJ)
iii. The words of Bowen LJ in Low v Bouverie does not dergogate from the fact that to invoke estoppel, representations should be clear and unequivocal. (Hailsham LJ)
iv. There is need to review and reduce the doctrine of promissory estoppel to a coherent body of doctrine by the courts. (Hailsham LJ)
v. The case seemed to be more like a waiver of contractual rights. (Pearson LJ)
vi. The parties were not ‘ad idem’ (Cross LJ