Notices to quit: Court of Appeal decides naming the wrong tenant invalidates notice

It is a basic rule that any requirements regarding the form, service and effect of notices to quit must be followed very closely if the notice is to be valid. However, it is recognised that mistakes will undoubtedly be made and, in an attempt to mitigate against the harshness of this rule, the principle in Mannai Investment Co v Eagle Star Life Assurance [1997] AC 749 was developed. This can sometimes come to a party's aid in the case of a defective notice.

A second appeal in the agricultural case of O G Thomas Amaethyddiath v Turner & Ors [2022] EWCA Civ 1446, has overturned the decisions of two lower courts and narrowed the application of the Mannai test, therefore compromising a party's ability to rely on this as a safety net. Where a mistake relates to the identity of the tenant, a notice to a former tenant will now be invalid, even if there are close links between the current and former tenants.

The facts

Mr Thomas was the tenant of Pentre Canol, an agricultural holding held under a tenancy governed by the Agricultural Holdings Act 1986. Due to its oral nature, the tenancy contained no bar on assignment by the tenant. Consequently, on 1 November 2019 Mr Thomas assigned the tenancy to a company, O G Thomas Amaethyddiaeth CYF, of which he was the sole director and shareholder and whose registered address was the same as Mr Thomas' home address.

Three days later, the landlord (Mr Owen), who was unaware of both the assignment of the tenancy and the existence of the company, served a bare notice to quit. Both the notice and its covering letter were addressed to Mr Thomas, as opposed to the company to whom the tenancy had been assigned and were delivered to Mr Thomas by recorded delivery post at the address shared by the company. Neither Mr Thomas nor the company served a counter-notice under section 26 of the 1986 Act.

The issue centred around the notice to quit and its validity.

Court of Appeal decision

The Court of Appeal overturned both the decision at first instance and on the first appeal before Zacaroli J ([2022] EWHC 1239), holding that a notice that was clearly and unambiguously addressed to a previous tenant could not be said to have been given, nor deemed to be given, to the current tenant, being a company of which the previous tenant was the sole director and shareholder.

Initial application of the Mannai test

Despite it 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. This decision was explained in our earlier article "Agricultural holdings Act 1986: Should tenants reveal secret assignments?"

They considered that, by applying the test in Mannai, the notice clearly communicated an intention by the landlord to require the tenant, whoever they may be, to deliver up possession of the land. Any reasonable recipient of the notice would appreciate that it contained an error but would nonetheless understand the meaning it intended to convey. On this basis, it was sufficient for the notice to have been validly given to the company, even though the recipient of the notice (Mr Thomas) knew that the landlord (Mr Owen) was unaware of both the assignment of the tenancy to the company, and the company itself.

Court of Appeal – Mannai test

The Court of Appeal however, in a judgment given by Lewison LJ, differed from this opinion. The Court held, relying mainly on the decision of the Court of Appeal in R (Morris) v London Rent Assessment Committee [2002] EWCA Civ 276 and two Scottish decisions of the Inner House of the Court of Session, that clearly addressing a notice to quit to A, which was received by A, cannot be regarded as being a notice given to B, even if A knows that B would have been the correct recipient of it. This is merely a question of satisfying “formal conditions” and therefore such invalidity cannot be saved on Mannai principles.

It was clarified that Mannai will save a notice where an intention to serve on the correct recipient is nonetheless clear and unambiguous, even where there are minor defects within the notice itself. However, the landlord in this case could not have intended to address the notice to the company because the landlord was neither aware of the assignment, nor of the company's existence.

In addition, 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 Jones v Lewis (1973) 25 P & CR 375 holding that section 93 was concerned only with the service of documents, rather than their form or contents.

Consequences

This case is a significant decision surrounding the application of the Mannai principle and an important reminder that it should not be regarded as a cure for all defects in a notice.

Instead, it highlights that the test is concerned with the objective meaning of the words which the sender of the notice has used, whilst also considering the factual and contextual background of the case. If the facts mean it is obvious that the notice could not have been intended to convey the relevant information, the notice will not be saved by Mannai, even if the mistake would have been clear to a reasonable recipient.

Furthermore, where a notice has been given to the wrong recipient, the Mannai test will be unable to be relied upon as a safety net at all.