A notice to quit addressed to a previous tenant of a holding is not and cannot be interpreted as a notice given to the current tenant and the reasonable recipient test in Mannai Investment Co Ltd v Eagle Star Assurance Co Ltd [1997] 1 EGLR 57 cannot cure the defect, the Court of Appeal has confirmed in the second appeal in OG Thomas Amaethyddiaeth Cyf and another v Turner and Others [2022] EWCA Civ 1446; [2022] PLSCS 179.
Background
The case concerned the tenancy of a farm at Pentre Canol, Dyffryn Arduwy. Owen Thomas was granted an oral tenancy of the farm from year to year by the then owner, a Mr Morris. As an oral tenancy, there was no restriction on its assignment.
On 30 October 2019, Thomas incorporated a company called OG Thomas Amaethyddiaeth CYF (OG Agriculture Ltd) of which he became sole shareholder, officer and secretary. The company’s registered office was his home address.
Key points
- A notice to quit does not need to name the tenant, it may be addressed to “the tenant”
- Spelling errors in a notice addressed to the correct person will not invalidate the notice
- A notice addressed to the wrong person will be invalid
On 1 November 2019, without informing the landlord, Thomas assigned the tenancy to the company and continued farming the land on its behalf. It was common ground that the tenancy vested in the company.
Three days later, on 4 November 2019, the executor of the freehold owner served a notice to quit requiring delivery up of possession of Pentre Canol on 13 November 2020.
The notice and covering letter were addressed to Thomas and sent by recorded delivery post to his home address, which was also the registered office of the company.
At first instance and on first appeal it was decided that the notice to quit was valid despite having been addressed to Thomas, on the ground that it clearly conveyed an intention on the part of the landlord to require the person who was the tenant – whoever they may be – to deliver up possession of the land.
In accordance with Mannai, a reasonable recipient of the notice would have appreciated that a mistake had been made in naming the tenant and would have read it as having been addressed to the company.
The company appealed.
The law
The Agricultural Holdings Act 1986 does not require a notice to quit to take any particular form. It was common ground that a valid notice to quit terminating an agricultural tenancy must satisfy common law requirements: a notice to quit given by the landlord should be given to its immediate tenant, or an assignee in whom the term is then vested, and not to a mere sub-tenant (see Woodfall on Landlord and Tenant (looseleaf edition) paragraph 17.235). A notice to quit is not required to be addressed to the tenant by name. It may refer to the tenant by designation. It may even be addressed to no one at all but will be valid if served on the tenant.
Under section 93 of the 1986 Act, the notice is given or served if it is delivered to the recipient, left at their address or sent by post in a registered or recorded delivery letter. Where the tenant is a company, a notice can be given or served on the company secretary. Where an agent is responsible for the control of the management or farming of the agricultural holding, service on that agent is also good service. Unless the tenant has been notified of a change of landlord, service on a former landlord is deemed to be service on the landlord, but there is no equivalent deeming provision applicable to an assignment by the tenant.
It was accepted that the notice was validly served on the company by serving it on Thomas, the company secretary.
In Mannai, the House of Lords distinguished between formal requirements and requirements to impart information when considering the validity of a notice given under a contractual break clause in a lease. The indispensable conditions for the exercise of the right to break the lease were: six months’ written notice, which must be served on the landlord or its solicitors.
The decision
The Court of Appeal, overturning the decisions of the lower courts, considered that it is clear from Mannai that, if a notice fails to satisfy the substantive conditions on which its validity turns, the question of how it is to be interpreted does not arise.
The key question here was whether notice to quit was given to the tenant. The landlord could not have intended to address the notice to the company since it was unaware of the company’s existence. There could be no real doubt that the landlord intended to give notice to quit to Thomas personally.
The landlord had mistaken the identity of the tenant. While misspellings in the name of a recipient who has been correctly identified will not invalidate a notice, addressing a notice to the wrong person will (R (Morris) v London Rent Assessment Committee [2002] EWCA Civ 276).
The Court of Appeal concluded, reluctantly – because the landlord had fallen into a trap created by the tenant – that the notice addressed to Thomas and not the company was invalid.
Conclusion
This is an important decision for property practitioners, which clarifies the limitations of the Mannai principle. The formal requirements for serving a notice to quit must be complied with, which include – where a notice is addressed to a person – ensuring that the person is correctly identified. The reasonable recipient test has no application where the formal requirements are not met.
Louise Clark is a property law consultant and mediator
