O G Thomas Amaethyddiath v Turner & Ors [2022] EWCA Civ 1446
The Court of Appeal has handed down judgment in the second appeal in O G Thomas Amaethyddiath v Turner & Ors [2022] EWCA Civ 1446, an agricultural case concerning the validity of a notice to quit and the application of the test in Mannai Investment Co v Eagle Star Life Assurance [1997] AC 749. The Court overturned both the decision at first instance and on the first appeal before Zacaroli J ([2022] EWHC 1239), holding that a notice that was unambiguously addressed to a previous tenant of the holding was neither given to, nor could be interpreted as a notice given to, the current tenant, a company of which the previous tenant was the sole director and shareholder.
The facts were that Mr Thomas was the tenant of an agricultural holding governed by the Agricultural Holdings Act 1986, held under an oral tenancy from year to year. Through solicitors, he assigned the tenancy to a company of which he was the sole director and shareholder and whose registered address was the same as his home address. The landlord was unaware of the existence of the company.
Three days later, the landlord served a bare notice to quit. Both the notice and its covering letter were addressed to Mr Thomas, not the company, and were delivered to Mr Thomas by hand at the address shared by the company. No counter-notice was given under section 26 of the 1986 Act. The issue was whether the notice to quit was valid, despite having been addressed to Mr Thomas (the previous tenant) rather than the company (the current tenant).
Both HHJ Jarman KC, at first instance, and Zacaroli J on a first appeal ([2022] EWHC 1239) held the notice to be valid. They considered, ostensibly applying the test articulated by the majority of the House of Lords in v Mannai Investment Co Ltd v Eagle Star Assurance Co Ltd [1997] AC 747, that the notice clearly conveyed an intention on the part of the landlord to require the person who was in fact the tenant, whoever he or she may be, to deliver up possession of the land. That was held to be sufficient for the notice to have been validly given to the company, even though the recipient of the notice knew that the landlord was unaware of the assignment of the tenancy from Mr Thomas to the company.
The Court of Appeal, in a judgment given by Lewison LJ, disagreed. The Court held, relying principally on the decision of the Court of Appeal in R (Morris) v London Rent Assessment Committee [2002] EWCA Civ 276 and on two Scottish decisions of the Inner House of the Court of Session, that clearly addressing a notice to quit to the incorrect recipient amounts to a failure to satisfy a “formal condition” for the notice’s validity and cannot be saved on ‘Mannai’ principles. Mannai will save a notice where an intention to serve on the correct recipient is nonetheless clear, such as where there are typographical errors on the face of this notice, but this was not such a case: the landlord could not have intended to address the notice to the company because the landlord was unaware of the company’s existence. Further, the fact that the notice would have been deemed served on the company under section 93 of the AHA 1986 did not mean that it was given to the company: the Court was bound by prior authority to hold that section 93 was concerned only with service of notices, not with their form.
O G Thomas is a significant decision for all property law practitioners, emphasising that the test in Mannai is concerned with objectively interpreting the words used by the sender of the notice in light of the admissible background facts. If those facts make it clear that the notice could not have been intended to communicate the required information, the notice will not be saved on Mannai principles, even if the error would have been obvious to the reasonable recipient. Further, in a case where a notice has clearly been given to the wrong recipient, there is no room for the application of the Mannai test at all.
Stephen Jourdan KC and Gavin Bennison, instructed by Peter Williams of Ebery Williams, acted for the appellant company. Oliver Radley-Gardner KC, instructed by Rory Hutchings of JCP solicitors, acted for the respondent landlords.
The Judgment can be viewed below.
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