Landlord and Tenant Act 1954–Application by country club for new lease–Application resisted by corporate trustee for Roman Catholic diocese in capacity of landlord–Intention to occupy for purposes of community centre–
In this case
the members of the committee of the Hanger Hill Country Club, West Acton, in
whom the lease of the club premises was vested, appealed against the decision
of Judge Ruttle at Westminster County Court upholding the objection made by the
Westminster Roman Catholic Diocese Trustee to the grant of a new tenancy to the
club on the expiry of a lease for 10 years. The objection was based on section
30(1)(g) of the Landlord and Tenant Act 1954 on the ground that the club
premises were wanted for occupation as a community centre to be run in
connection with a local Roman Catholic church.
D A Wood QC
(instructed by Salter, Cartier & Co) appeared on behalf of the appellants;
P J Millett QC and G W Jaques (instructed by Witham, Weld & Co) represented
the respondent.
Giving
judgment LORD DENNING MR said: This case is concerned with the future of the
Hanger Hill Country Club, West Acton. It has been in existence for 45 years or
more. It is an attractive country club with a clubhouse, a bowling green and
tennis courts. The club held the property on a lease. But about 12 years ago
the reversion on the lease was bought by the Roman Catholic Church. It also
bought an adjoining piece of land and on it built the Church of the Holy
Family. The Roman Catholic Church granted a new lease to the committee of the
country club at that time. Four members of the committee were the lessees. The
property was leased to them for 10 years to expire on December 25 1975.
When the lease
was coming to an end, the committee of the country club wanted it to be
renewed. They sought to take advantage of the provisions of the Landlord and
Tenant Act 1954 under which in certain circumstances the tenants of business
premises have a right to a new lease. An application was made by the club but
the Roman Catholic Church objected. They relied on a section in the Landlord
and Tenant Act 1954 which enables a landlord to resist a new lease. It is
section 30(1)(g) which gives this ground of objection:
that on the
termination of the current tenancy the landlord intends to occupy the holding
for the purposes, or partly for the purposes, of a business to be carried on by
him therein. . . .
The word
‘business’ is given a wide import. It is defined in section 23(2) of the Act,
which says that it includes a trade profession or employment and includes any
activity carried on by a body of persons, whether corporate or unincorporate.
The Roman
Catholic Church objected to a new lease because, they said, they wanted to
occupy the club premises for their own activities. They want to turn the
clubhouse into a church room where members of the congregation and others can
meet after the services and so forth. They also want to use it as a place for
instruction in religion and other matters. They want to run the bowling green
and tennis courts for charitable purposes such as for the elderly or for young
people. To use a compendious phrase, they want to occupy the club premises as a
community centre. They claim to resist the new lease on that account.
The matter
came before Judge Ruttle at the Westminster County Court. He refused the
application by the country club for a new lease. The committee of the country
club appeal to this court asking us to reverse the judge’s decision. The case
does raise one or two points on the interpretation of the Act and on the
interpretation of the various deeds and the facts.
The first
point to note is that four members of the committee of the club who hold the
lease are themselves trustees. The beneficiaries are all the members. The
committee rely on section 41(1)(a) of the statute, which enables a trustee who
is a tenant to claim when the beneficiaries are carrying on the business. Undoubtedly
they are entitled to the benefit of that section. The second point is that the
Roman Catholic Church are trustee landlords. They cannot avail themselves of
section 41(2) because charitable trusts do not come within that section. The
trustees have to say that they are carrying on the activities themselves. The
question is whether they are doing so: either by themselves or their agents.
We had put
before us, as the judge did below, the legal structure of the Roman Catholic
Church. It is a structure which is very common to charitable organisations. At
the head there is a body of trustees who hold the legal title in the property
and all the assets. In this case the trustee is a company limited by guarantee
called the Westminster Roman Catholic Diocese Trustee. One of that company’s
objects is to undertake and execute either gratuitously or otherwise any trusts
in connection with the Roman Catholic Church or the Roman Catholic religion in
England. The details of the trust are embodied in a trust deed in which the
trustees are all the eminent dignitaries of the Roman Catholic Church in the
Diocese of Westminster. The trust deed gives them power to hold property and to
use and apply it both as to capital and as to income in or towards advancing
the Roman Catholic religion in the diocese. They can acquire sites and use them
for churches, halls and clubs and so forth. They can also grant leases or
licences, at nominal rents if need be, and they can maintain churches, homes,
schools and so forth. So there are very wide powers under the trust vested in
the trustees.
It is quite
clear that those activities constitute a ‘business’ within section 23(2) of the
Landlord and Tenant Act 1954. But the question is: who is to carry on those
activities? If the activities are to be
carried on by the trustees, they are entitled to a new lease. But if they are
to be carried on by the parish priest, Father Barry, and his committee, they
are not entitled to a new lease. It is quite clear that the activities of
trustees can be carried on, not only by themselves, but by agents or others
authorised by them.
It seems to
me, as Mr Millett suggested, that in the case of charitable trustees, their
activities can be divided, and are often divided, into two. First, there is
their activity as the holders of investments, such as the tithe to land which
they hold and let out at rents, or stocks and shares of which they receive the
dividends. That is an investment activity. Secondly, there is their activity of
carrying out the purposes of the trust. In most charitable trusts, the trustees
have agents to act for them or other people authorised by them. That is the
case here. Father Barry is there as the agent for the trustees. He is
authorised by them to carry on their activities. That is the conclusion to
which the judge came. He summarised all the evidence, showing that Father Barry
would be subject to the approval in all respects of the trustees themselves;
and, if he did anything which was not acceptable to them, they could intervene
and if need be remove him and send him elsewhere. So it is not a case where he
was licensed by them to be there as a licensee carrying on his own activities,
albeit with their permission. It is a case where he was carrying out the
activities for and on behalf of the trustees. The judge accepted Canon
Longstaff’s understanding that ‘. . . what Fr Barry did in running the Centre
would be done by him in carrying out on behalf of the trustee (the respondents)
the terms of the trust.’
Some question
was raised about a passage at the head of the accounts which said: ‘The
trustee’s concern is solely that of administering various funds of the Diocese.
It has neither assets nor liabilities of its own. It does not conduct any trade
or business for its own account.’ The
judge explained this by saying: ‘But in fact that is not the complete picture
as the trust do in fact run a pastoral centre. But taking every-
occupation on the respondents’ behalf.’
It seems to me, on all the evidence, that that is the right picture. As
Mr Millett pointed out, it is the people at the centre who run the diocese. The
parishes and the parish priests are only, so to speak, agents out in the field.
They do the church’s work in the field and they do it on behalf of the trustees
at the centre.
I rather fancy
that the Church of England is organised in much the same way. Many trusts are
organised likewise. It seems to me that, when they delegate their charitable
activities to people in the field, they do come within the Landlord and Tenant
Act 1954.
The judge
recognised, as we all do, the very valuable service to society which the
country club has given over the years, but nevertheless the Roman Catholic
Church, being now the owners of the property, are entitled to say that they
want the premises for themselves now that the lease has come to an end, and can
successfully resist any new lease.
I would uphold
the judge’s decision and dismiss the appeal.
ORR LJ agreed.
BRIDGE LJ also
agreed and said: I add a few words of my own only in deference to the careful
arguments addressed to us on behalf of the appellant tenants by Mr Wood. There
are two questions to decide. The first is a question of law. It was argued that
the terms of the trust under which the respondent trustee corporation holds the
property in question were not sufficiently wide to authorise that corporation
itself directly to engage in such charitable activities as the running of a
parish community centre. Without referring in detail to the terms of clauses 2
and 3 of the deed, it seems to me, with respect to the argument, that the
learned judge was entirely right to conclude that the terms were amply wide
enough to authorise such activities on the part of the trustees.
The second
question the learned judge had to decide was a pure question of fact: Had the
trustees discharged the onus of showing they intended to occupy the disputed
property for the purpose of a business to be carried on by them? ‘Business’ of course is extremely widely
defined in the Act as including any activity-carried on by a body of persons
corporate or unincorporate. The question was, had the trustee corporation shown
that it intended to occupy the property through the agency of the parish
priest, Father Barry, and through his agency there to carry on the business of
running the parish community centre?
This is a case in which appeal lies to this court only on points of law,
and it seems to me that we could interfere with the learned judge’s conclusion
of fact on that issue in favour of the respondent landlord only if we thought
that on the evidence before him, properly directing himself in law, he could
not reasonably have reached the conclusion that the onus had been discharged.
So far from taking that view, it seems to me there was abundant evidence to
justify the conclusion that he reached and, indeed, that it was the right
conclusion on the facts.
For those
reasons, in addition to those given by my Lord the Master of the Rolls, I too would
dismiss the appeal.
The appeal
was dismissed with costs. Leave to appeal to the House of Lords was refused.
