Landlord and tenant – Notice to quit – Validity – Claimant landlords seeking possession of agricultural land from defendant tenants – Notice to quit addressed to first defendant who had assigned tenancy to second defendant company – Defendants resisting possession proceedings on basis that notice to quit invalid – County court holding notice valid – Second defendant appealing – Whether notice valid when addressed to first defendant rather than second defendant – Appeal dismissed
The claimants were the registered proprietors of about 20 acres of agricultural land known as Pentre Canol, Dyffryn Ardudwy, Gwynedd, and claimed possession of it from the first defendant or his company, the second defendant.
An oral tenancy was granted to the first defendant to occupy the land, which attracted security of tenure under the Agricultural Holdings Act 1986. By a letter dated 4 November 2019, addressed to the first defendant at his home address, the claimants’ predecessor enclosed a notice to quit the tenancy.
At that time, they did not know that, by a deed dated 1 November 2019, the first defendant had assigned the tenancy to the second defendant, a private limited company incorporated in October 2019. Its registered office was at the first defendant’s home address and he was its sole director and shareholder.
The first defendant continued to farm the land on behalf of the second defendant. The claimants first discovered the assignment when agents on behalf of the first defendant wrote to the claimants’ solicitors arguing that the notice to quit was invalid because it had not been addressed to the second defendant. The county court concluded that the notice was valid and effective: [2021] PLSCS 209.
The second defendant appealed contending that the judge was wrong to hold that the notice was capable of being interpreted, by application of the Mannai test, as being addressed to and served upon the second defendant, where the reasonable recipient knew that the server of the notice was unaware of the current tenant’s existence.
Held: The appeal was dismissed.
(1) It was important to distinguish between two different questions. First, whether the notice was given to the correct person. Secondly, whether as a matter of construction the notice complied with the statutory or contractual requirements. Where a lease had been assigned, then a notice to quit given to the assignor was ineffective. However, in the present case, if the notice was to be construed as being addressed to the second defendant, then by delivering it to the first defendant it was effectively served on or given to the second defendant because he was the appropriate agent of the company, or the person responsible for farming the land, within one or other of the deemed basis of service within section 93 of the 1986 Act: Old Grovebury Manor Farms Ltd v W Seymour Plant Sales and Hire Ltd [1979] 2 EGLR 52 applied.
(2) Following the decision of the House of Lords in Mannai Investment Co Ltd v Eagle Star Assurance Co Ltd [1997] AC 747; [1997] PLSCS 150, a contractual notice was to be determined on an objective basis by asking how a reasonable recipient would have understood the notice. It was common ground that the same test applied to statutory notices. If a reasonable recipient would appreciate that the notice contained an error, for example as to date, and would appreciate what meaning the notice was intended to convey, then that was how the notice was to be interpreted: Pease v Carter [2020] EWCA Civ 175; [2020] EGLR 15 followed.
The starting point was that 1986 Act did not lay down any requirements as to the form or content of a notice to quit. Such a notice might be given orally and, if in writing, it need not identify the tenant. It would be sufficient that it was addressed to “the tenant” provided it was clear to which lease and premises the notice referred. Had it been in that form, by giving it to the first defendant (without more) or posting it to his address (which was also the registered office of the second defendant) it would have been a valid and effective notice delivered to the second defendant.
(3) The only (but in this case critical) requirement, therefore, was that the notice conveyed “to the tenant” an instruction to quit the premises the subject matter of the lease. The test under Mannai was whether, in the context in which the notice was given, the reasonable recipient would have understood it to have been addressed to the second defendant as tenant under the lease.
In the present case, the relevant context included that: the notice correctly identified the lease as the one that had been granted to the first defendant as the person holding the land; the notice correctly identified the land that was the subject of that lease; the lease had been assigned to the second defendant; and the landlord was unaware of that assignment.
On the basis of those facts, the court was satisfied that the reasonable recipient would have no doubt that the notice was intended to convey an intention to require the person who was in fact the tenant of the lease to deliver up possession of the land. Since the reasonable recipient would have known that the second defendant was, in fact, the tenant under the lease, he would therefore have understood the notice to be addressed to the second defendant. Construction, even of a unilateral notice, was an objective process: what mattered was what the notice would be understood to mean to the reasonable recipient.
(4) The landlord’s actual knowledge (or, more importantly, what the reasonable recipient would have known as to the landlord’s actual knowledge) was a relevant part of the context. In this case, it provided an obvious explanation for why the claimants addressed the notice to the first defendant, and demonstrated how and why it contained an obvious error. That was relevant to the conclusion the reasonable recipient would reach, that the landlord intended to serve it on the person who was in fact the tenant, but mistakenly identified the first defendant as that person.
The notice was quite clear to a reasonable tenant reading it, in that it would be obvious that it was intended to be addressed to the second defendant because it was the company alone that met the description of the person holding the land under the lease. It was plain that the reasonable recipient could not have been misled by the notice.
Gavin Bennison (instructed by Ebery Williams) appeared for the appellant; William Batstone (instructed by JCP Solicitors) appeared for the respondents.
Eileen O’Grady, barrister
Click here to read a transcript of Turner and others v Thomas and another