Conversion CASES

In English law, conversion is a tort concerned with the wrongful interference with goods in a manner that is inconsistent with the rights of the person entitled to possession. It protects proprietary interests in chattels rather than personal interests, and is commonly encountered in commercial and property-related disputes.

Legal status and scope

Conversion is a long-established tort and remains a distinct cause of action in English law. It applies where a defendant deals with goods in a way that amounts to a denial of, or is wholly inconsistent with, the claimant’s rights.

The tort focuses on the nature of the defendant’s act, rather than the defendant’s state of mind. Liability may arise even where the interference is carried out honestly or under a mistaken belief as to entitlement.

Core principle

Conversion occurs where a defendant intentionally deals with goods in a manner inconsistent with the rights of the person entitled to possession, thereby depriving that person of the use or control of the goods.

The interference must be deliberate in the sense that the defendant intended to perform the act in question, but there is no requirement that the defendant intended to act unlawfully or to cause harm.

Forms of conversion

Acts capable of amounting to conversion include:

• wrongful taking or retention of goods
• unauthorised use of goods
• wrongful sale, disposal, or destruction of goods
• refusal to return goods on demand where the claimant is entitled to possession

The key question is whether the defendant’s conduct is inconsistent with the claimant’s rights, not whether physical damage has been caused.

Possession and title

A claimant must establish a right to immediate possession of the goods at the time of the alleged conversion. Ownership is usually sufficient, but a possessory interest may also be enough.

A person who merely interferes with goods without asserting rights over them may fall outside conversion and instead be liable, if at all, in trespass to goods.

Relationship with trespass to goods

Conversion overlaps with trespass to goods, but the two torts are distinct. Trespass to goods generally involves direct interference with goods in another’s possession, whereas conversion is concerned with conduct amounting to a denial of the claimant’s rights.

Conversion is often characterised by the seriousness of the interference, particularly where the claimant is permanently or substantially deprived of the goods.

Remedies and damages

The primary remedy for conversion is damages, assessed by reference to the full value of the goods at the time of conversion. This reflects the idea that conversion treats the goods as having been taken from the claimant altogether.

In appropriate cases, additional remedies such as delivery up or injunctive relief may be available.

Practical importance

Conversion is of particular importance in commercial contexts, including disputes involving bailment, finance agreements, repossession, and the unauthorised sale or retention of property.

Its strict approach to liability and its distinctive measure of damages make it a powerful cause of action where goods have been dealt with in a manner inconsistent with the claimant’s rights.