Landlord and tenant – Notice to quit – Validity – Landlords seeking possession of agricultural land from tenants – Notice to quit addressed to first tenant who had assigned tenancy to appellant company – Tenants resisting possession proceedings on basis that notice to quit invalid – County court holding notice valid – High court upholding decision – Appellant appealing – Whether notice valid when addressed to first tenant rather than appellant – Appeal allowed
The respondents 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 tenant (T) or his company, the appellant.
An oral tenancy was granted to T to occupy the land, which attracted security of tenure under the Agricultural Holdings Act 1986. By a letter dated 4 November 2019, addressed to T at his home address, the respondents’ predecessor enclosed a notice to quit the tenancy.
At that time, they did not know that, by a deed dated 1 November 2019, T had assigned the tenancy to the appellant, a private limited company incorporated in October 2019. Its registered office was at T’s home address and he was its sole director and shareholder.
T continued to farm the land on behalf of the appellant. The respondents first discovered the assignment when their agents wrote to the respondents’ solicitors arguing that the notice to quit was invalid because it had not been addressed to the appellant. The county court concluded that the notice was valid and effective: [2021] PLSCS 209. Zacaroli J upheld that decision: [2022] EWHC 1239 (Ch); [2022] EGLR 27.
Applying the test in Mannai Investment Co Ltd v Eagle Star Assurance Co Ltd [1997] 1 EGLR 57; [1997] AC 749, both judges held that 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 appellant. The appellant appealed.
Held: The appeal was allowed.
(1) It was clear from Mannai that if a notice failed to satisfy the substantive conditions upon which its validity turned, the question of how it was to be interpreted did not arise. The process of determining whether a notice complied with the requirements of the provision pursuant to which it was given involved a consideration of what, on its true construction, the notice said. The contents of the notice then had to be matched against the relevant requirements in order to determine whether it met them. There was no basis for, in effect, rectifying any defects or omissions in the notice so as to bring it into line with the relevant requirements: Trafford Metropolitan Borough Council v Total Fitness UK Ltd [2002] EWCA Civ 1513; [2002] PLSCS 220; [2003] 2 P & CR 2 and Procter & Gamble Technical Centres Ltd v Brixton Plc [2002] EWHC 2835 (Ch); [2003] 2 EGLR 24 considered.
(2) It was common ground that, at least in principle, the contents of a valid notice to quit terminating a tenancy of an agricultural holding had to satisfy the requirements of the common law. In the absence of express terms to the contrary, or statutory provisions, a periodic tenancy could be determined by notice to quit by either party. In the case of the landlord, it was a requirement to the tenant to quit. In the case of the tenant, it was a notification to the landlord of intention to quit.
A notice to quit given by the landlord should be given to his immediate tenant, or to his assignee in whom the term was then vested, and not to a mere sub-tenant. Where the tenancy had been assigned by the original tenant, notice to quit had to be served on the assignee (or his authorised agent): see Woodfall on Landlord and Tenant (Looseleaf edition), at paras 17.196; 17.235.
In the present case, it was accepted that the notice was validly served. The notice to quit had to be given to the company. Section 93(2) of the 1986 Act provided that notice was duly given to or served on an incorporated company if it was given to or served on the secretary or clerk of the company. T was the secretary of the company; and the notice to quit was served on him. So, section 93(2) was satisfied. However, that did not mean that it was given to the appellant: the court was bound by the decision in Jones v Lewis (1973) 25 P & CR 375 to hold that section 93 was only concerned with service of documents, and not with their form.
(3) It was not a requirement of the common law that a notice to quit actually be addressed to the tenant by name. It might refer to the tenant by designation. It might even be addressed to no one at all in which event it would be valid if served on the tenant. But where the notice was addressed to a person by name, the person on whom it was to be served had to be correctly identified. Although Mannai could rescue a notice where the name of a correctly identified recipient was wrongly spelled, it could not rescue a notice where the recipient was wrongly identified. If a notice was addressed to A (by his correct name) and sent to A’s proper address, it could not be treated as a notice given to B. Thus, the fact that the notice was addressed to someone other than the landlord was a failure to comply with a formal condition: R (Morris) v London Rent Assessment Committee [2002] EWCA Civ 276; [2002] 2 EGLR 13 applied. Ben Cleuch Estates Ltd v Scottish Enterprise [2008] CSIH 1; [2008] PLSCS 163; [2008] SC 252 and Balgray Ltd v Hodgson [2016] CSIH 55, 2016 SLT 839 considered.
(4) Since the respondents did not know that the lease had been assigned to the appellant, the notice to quit could not refer to an entity of which the respondents had no knowledge. The respondents made no mistake about the language of the notice but about the identity of the tenant. There could be no real doubt that the landlord intended to give notice to quit to T personally. He had no reason to give notice to anyone else. It could not be right to conclude that a landlord intended to give notice to a company of whose existence he was completely unaware.
Stephen Jourdan KC and Gavin Bennison (instructed by Ebery Williams) appeared for the appellant; Oliver Radley-Gardner KC (instructed by JCP Solicitors) appeared for the respondents.
Eileen O’Grady, barrister
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