Agricultural and sporting estate leased to tenant company — Company going into liquidation — Tenant failing to pay rent after notice — Validity of notice — Landlord giving tenant notice to quit — High Court finding that no rent was due to the landlord on grounds of invalidity of notice — Whether “premises” including land or farmland — Landlord’s appeal to Court of Appeal — Appeal allowed on validity of notice alone
The landlord owned an agricultural and sporting estate of 940 acres in Hertfordshire, which was let to the tenant with a manor house and a number of cottages. The estate was an agricultural holding for the purposes of the Agricultural Holdings Act 1986. The tenant was a company incorporated in Western Australia. An administration order was made in the UK for a more advantageous realisation of the company’s assets. The lease was for five years at £50,000 payable by equal quarterly payments in advance of the usual quarter days. The tenant failed to pay the rent in June, September and December 1990 or March and June 1991. No rent was paid in response to a notice to pay and the tenant was given notice to quit. The tenant’s solicitors then asked whether any notice had been served under section 48 of the Landlord and Tenant Act 1987 and stated that by failing to comply with that provision, the landlord’s notice to quit was likely to be defeated. At first instance in proceedings which the tenant began, the judge gave a declaration for the tenant: see [1992] 23 EG 112. He held, inter alia, that the word “premises” extended to the present letting. He also held that there had been no effective notice to pay as the information it contained was inaccurate as to the rent due on the quarter days as specified. The landlord appealed.
Held The appeal was allowed.
1. The Court of Appeal accepted the reasoning of the judge in the court below that the word “premises” meant the subject-matter of the letting.
2. It was simply not permissible to cut down the meaning of words in section 46 of the Landlord and Tenant Act 1987 so as to exclude agricultural holdings. The words “premises which consist of or include a dwelling” made it plain that they meant more than a dwelling (with its extended meaning under section 6(1)) and it was impossible to find any satisfactory stopping place short of giving the term its ordinary legal meaning of all that was the subject-matter of a letting: Maunsell v Olins [1975] AC 373, with its different statutory context distinguished.
3. While the court took account of the serious consequences for the tenant of an agricultural holding with regard to notice to pay rent and accepted that strict compliance with the statutory provisions should be required, none the less errors in completing a statutory notice which could not reasonably have misled the tenant to whom it was addressed might be held — in appropriate cases — not to invalidate the notice: Official Solicitor v Thomas [1986] 2 EGLR 1.
4. In so far as the notice inaccurately asserted that the rent “otherwise due” on and from the quarter days listed, it did not mislead and could not reasonably have misled the tenant in any way. It did not affect the clarity of the notice of what the tenant was required to do or what would be the effect if the tenant did not comply with it.
David Neuberger QC and Joanne Moss (instructed by Franks Charlesly & Co) appeared for the appellant landlord, Lindsey Trading Properties Ltd; Edward Bannister QC and Martin Rodger (instructed by Mills & Reeve, of Cambridge) appeared for the defendant tenant.
