Landlord and tenant – Agricultural tenancy – Termination – Appellant tenant purporting to notify respondent landlords of change of address – Respondents serving notice to quit at old address – Whether appellant’s agricultural tenancy validly terminated – Appeal allowed
For many years before the granting of the present lease in 2006, the appellant had been the tenant of a 121 acre farm at Althorne Lodge, near Burnham-on-Crouch, Essex, which did not include a farmhouse or major farm building. Until 2005, the appellant’s residential address was 24 Glebe Way. From October 2005, he moved to 44 Maple Way. Although the appellant said that he had notified the respondent landlords of his change of address, they denied having received it. In November 2006, the appellant and the respondents entered into two new leases of the farm, one running from 2006 to 2009 and the second from 2009 to 2012. Both stated that the appellant lived at his old address. Clause 14.2 of each lease provided: “Either party may serve any notice (including any notice in proceedings) on the other at the address given in the Particulars [at the beginning of the tenancy agreement] or such other address as has previously been notified in writing”.
In July 2011, the respondents wrote to the claimant at his old address stating that they were obliged, under the terms of the lease, to give notice of termination but were willing to negotiate new terms. The respondents relied on that letter as being a notice to quit but the appellant denied ever receiving it. In September 2012, the respondents asked the appellant for written confirmation that he intended to leave at the end of September but he did not reply until 27 September refusing to give that confirmation. Meanwhile, the respondents had granted a lease of the farm to a new tenant.
The appellant brought proceedings in the county court, contending that the lease had not been validly terminated and claiming lost profits. The judge found in favour of the respondents and the appellant appealed. The question for the Court of Appeal was whether it was still open to the respondents, in July 2011, to serve the notice to quit at the old address, even though he had moved from that address nearly six years before and (as the judge found) had given notice of his change of address to the respondents by a written note in December 2006 enclosing a cheque for the quarter’s rent.
Held: The appeal was allowed.
(1) The court’s task was to ascertain the objective meaning of the language which the parties had chosen to express their agreement. In the present case, there was no doubt that a notice to quit, or any other notice contemplated by the tenancy agreement, could have been validly served on the appellant at his old address at any time before he notified the respondents of another address under clause 14.2, even though he no longer lived there and even if the respondents knew that the appellant no longer lived there. However, once he had notified the respondents in writing of a new address, it was no longer open to them to serve a notice on the appellant at his old address. As a matter of commercial common sense, the parties must have intended that the new address, once duly notified, should supersede the original one shown in the particulars. As a matter of ordinary language, it was natural to begin with a rebuttable presumption that clause 14.2 provided for service either at the address given in the particulars or at such other address as had previously been notified in writing, but not at both. The parties must have intended that the new address should be a substitute for its predecessor and not offer a choice which did not exist before notification of the new address: Wood v Capita Insurance Service Ltd [2017] UKSC 24 considered.
(2) The judge had erred in starting with what he perceived to be the literal meaning of the words used in clause 14.2, whereas the relevant wording had to be considered in the context of the contract as a whole, and was not a literalist exercise focused solely on a parsing of the wording of the particular clause. If the judge had approached the question in that way, he would have realised that the language could naturally be read as providing for an alternative which was not only exclusionary but also substitutive; and that, viewed objectively, that was what the parties must have intended. Therefore, the appellant’s appeal would be allowed, unless the respondents could succeed in overturning the judge’s finding of fact that the December 2006 notice of his new address was duly given to them.
(3) An appeal court should not interfere with the conclusions of the trial judge on an issue of primary fact unless it was satisfied that the trial judge was plainly wrong. In the present case, there was clearly ample circumstantial evidence which entitled the judge to conclude, on the balance of probabilities, that the written note had accompanied the rent cheque in December 2006, which was admittedly received and banked by the respondents. The informal nature of the note meant that it could easily have been overlooked by the respondents at the time and the recollection that it had never been received might for that reason have been mistaken. The judge’s finding on that issue was open to him on the evidence, and was not one with which an appellate court could interfere: Henderson v Foxworth Investments Ltd [2014] UKSC 41 and Beacon Insurance Co Ltd v Maharaj Bookstores Ltd [2014] UKPC 21 considered.
Leslie Blohm QC and Christopher Jones (instructed by Roythornes Ltd) appeared for the appellant; David Holland QC and Jamal Demachkie (instructed by Tolhurst Fisher LLP) appeared for the respondents.
Eileen O’Grady, barrister
Click here to read a transcript of Grimes v Trustees of Essex Farmers and Union Hunt
