Stodday Land Ltd & Anor v Pye

A notice to quit must be given by the person in whom the legal reversion is vested. An equitable owner, or a purchaser entitled to registration during the registration gap, cannot give an effective notice merely because that person is entitled to receive the rent or exercise an owner’s powers under the Land Registration Act 2002. Section 24 does not displace the limits imposed by the general law or nullify section 27. The distinction between legal and equitable ownership remains material where the right to terminate a periodic tenancy arises from privity of estate rather than contract.

Mr Pye held an oral agricultural tenancy of a holding. Stodday Land Ltd, the registered proprietor, contracted to sell a small plot forming part of the holding to Ripway Properties Ltd. During the period between completion and registration, Ripway instructed Mr Pye to pay rent to it and served a notice to quit under Case B in Schedule 3 to the Agricultural Holdings Act 1986. Stodday separately served notices concerning the remainder under Case D.

The County Court held that Ripway’s notice was invalid because Ripway was not yet the registered proprietor, and that Stodday’s notice consequently failed because notice had not been given for the whole holding. The appeal concerned whether Ripway could validly terminate the tenancy during the registration gap.

1. Appeal dismissed. The County Court judge was right to hold that Ripway’s notice to quit was invalid. Since notice had not been given in relation to the entire holding, Mr Pye’s tenancy continued.
2. Under the common law, a notice to quit must be given by the person entitled to the landlord’s reversionary estate and must relate to the whole of the land comprised in the tenancy. The definition of “landlord” in section 96 of the Agricultural Holdings Act 1986 did not alter that requirement, because the common law formed part of the statutory context.
3. The right to determine an annual periodic tenancy by notice to quit arose from the nature of the estate granted and held. It was therefore a matter of privity of estate, not privity of contract. Section 141(2) of the Law of Property Act 1925 conferred procedural rights on a person entitled to the income from land, but did not enable an equitable owner to exercise a right arising from the legal reversion.
4. Section 24 of the Land Registration Act 2002 did not give a person entitled to be registered unlimited powers equivalent to those of a registered proprietor. The person must also establish that the relevant disposition is permitted under the general law. Giving a notice to quit was an instance where equitable ownership did not suffice, and later registration could not retrospectively validate the notice.
5. The approach was consistent with the established authorities, including Brown & Root Technology Ltd v Sun Alliance [2001] Ch 733 and Skelwith Leisure v Armstrong [2015] EWHC 2830. Scribes West Ltd v Relsa Anstalt [2005] 1 WLR 1847 was distinguishable because it concerned enforcement of a contractual condition of re-entry, whereas the present notice arose from the nature of the tenancy itself.
6. The registration gap did not justify a different legal rule. The practical difficulty could be addressed by appointing the purchaser as the transferor’s agent pending registration.

• High Court (Chancery Division): appeal from the County Court dismissed. The court upheld the finding that Ripway’s notice to quit was invalid and that the tenancy continued.