Business premises held by four persons on trust for charitable unincorporated association – Landlords serving section 25 notice – Tenant serving counternotice that unwilling to give up possession – Landlords disputing counternotice on ground that it was signed by only one trustee without reference to his co-trustees – Tenant claiming that purport of counternotice clear in all the circumstances – Landlords’ appeal dismissed
The defendant was a registered charity operating from premises in London E8, which it held under a lease granted in 1986 by the appellant authority (the landlords) to Dr Adu Seray-Wurie (S-W) and three other trustees (A, B and C) of the defendant charity. During the course of the lease, A, B and C were replaced as trustees by D, E and F. At all material times the lease (having expired on April 1 1995) was being continued under Part II of the Landlord and Tenant Act 1954. On May 4 1995 the landlords served a notice under section 25 of the 1954 Act that was addressed to S-W and A, B and C “being the Trustees of the Hackney African Organisation”. On May 15 1995 the landlords were served with a counternotice prepared on a printed form stating that the tenant was unwilling to give up possession. The counternotice was signed by S-W as tenant, giving his private residence as his address. Accompanying the counternotice was a covering letter signed by S-W as “President and Trustee” and referring to “our” counternotice.
By a letter to S-W dated June 26 1995, the landlords cast doubt on S-W’s authority to act on behalf of the other trustees and requested evidence as to who the current trustees were. S-W replied on June 29 1995, pointing out that the changes in trusteeship had been notified to the landlords in the course of other proceedings relating to the property during 1992 and 1993. On August 3 1995 S-W applied to the county court for the grant of a new tenancy, identifying himself and D, E and F as the current tenants. Having ordered that the validity of the counternotice should be decided as a preliminary issue, the judge rejected the landlords’ contention that no adequate counternotice had been given. The landlords appealed.
Held The appeal was dismissed.
1. The landlords were correct in so far as the counternotice had to be served by or on behalf of the current trustees, acting jointly, as they were the persons who together constituted the “tenant” for the purpose of the 1954 Act. However, it was pertinent to note that a counternotice, unlike the initiating notice to be served under section 25 of the Act, did not have to be in any particular form. It was, accordingly, a question of construction whether S-W had sufficiently intimated that he was acting on behalf of his co-trustees. In the light of the surrounding circumstances and the events mentioned in S-W’s letter of June 29 1995, it would be bizarre to say that S-W was acting on a frolic of his own: distinguish Jacobs v Chaudhuri [1968] 2 All ER 124, where the facts were quite different.
2. Since the present case had turned on its special facts, the court would emphasise that a business tenant acting on behalf of two or more joint tenants was well advised to make it crystal clear that he was so acting. Failing such clarity, and contrary to the view of the trial judge, such a tenant derived no assistance from section 41(1)(c) of the 1954 Act, which did no more than declare that a change of trustees should not be treated as a change in the person of the tenant.
David Dabbs (instructed by the solicitor to Hackney London Borough Council) appeared for the appellants; the respondent appeared in the person of Dr Adu Seray-Wurie, chairman and trustee of Hackney African Organisation.
Alan Cooklin, barrister
