Woodhouse AC Ltd v Nigerian Produce Ltd [1972] AC 741

• Plaintiff bought cocoa from Defendant who charged in Nigerian Dollars, but on Plaintiff’s request agreed to charge in British pounds. They later revoked this by letter.

• Defendant then wrote a new letter stating that payment could be made in either currency for all current and future purchases.

• Pound devalued and when Plaintiff tried to buy in pounds (taking the letter to mean “the price is 12, so give us either $12 or £12), they were refused.

• HL ruled that the letter sent to Plaintiff (paraphrased above) actually referred to payment of the purchase price in sterling and not its measurement in sterling.

• HL also said that the promise on which one can base a promissory stoppel defence has to be “clear and unequivocal, i.e., so expressed that, farfetched or strained interpretations apart, it would be understood in the sense required”.

  • The letter was not clear enough. 

Lord Hailsham

• Justice demands that promissory estoppel be clear so that the promisor does not bear any cost of ambiguity. 

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