Holland v Oxford City Council

An occupancy arrangement at a fairground is a tenancy only where it grants exclusive possession for a sufficiently certain term and is intended to create that legal relationship. Control exercised for safety and event management does not itself prevent exclusive possession, but a landlord’s unreserved right of access may do so. Annual applications, allocations, payments and changing conditions may establish separate annual licences rather than a periodic tenancy. Consistent historical allocation does not create a continuing legal right where it results from administrative practice or third-party contractual rights. A licensee has no implied covenant for quiet enjoyment. The use of tenancy language in documents cannot alter the substance of the arrangement.

Holland v Oxford City Council concerned two fairground sites at Oxford’s annual St Giles Fair. The claimant had occupied the sites for many years and contended that she held annual periodic tenancies, entitling her to use sites of fixed dimensions during the fair period. The Council contended that each year’s arrangement created only a licence.

The claimant sought declarations concerning the sites and damages for alleged breach of the implied covenant for quiet enjoyment after the Council refused permission for a larger fairground attraction in 2013, 2014 and 2015. The central questions were whether the arrangements created tenancies, whether they were periodic, and whether the claimant had any continuing legal entitlement to the sites or their original dimensions.

1. Status of the occupation. The arrangements were licences, not tenancies. The relevant question was substance rather than terminology: whether the Council had granted exclusive possession for the fair period at an annual rent. The use of words such as “tenant”, “letting” or “lease” could not determine the legal character of the arrangement.
2. Exclusive possession. Public access to fairground sites did not prevent exclusive possession because it was an implied licence for members of the public to enter and use attractions. Nor did operational control, safety requirements or street furniture necessarily do so. However, the Conditions of Letting, read as a whole and in the context of a working fair, contemplated free access by the Council and did not exclude it from possession. That was inconsistent with a grant of exclusive possession.
3. Periodicity. The annual application and allocation process was substantive, not merely administrative. Each application, payment and letter of authority created a new contract for that year, subject to the Conditions of Letting as then applicable. The process therefore discharged any earlier arrangement and did not confer a right to return each year to the same sites with the same dimensions.
4. Historical allocation and Guild rights. The claimant’s long occupation resulted from Showmen’s Guild rights and the Council’s policy of having regard to them. Those matters did not create continuing legal rights against the Council. They might give rise to contractual rights against other showmen, but not to a periodic tenancy.
5. Consequences. As a licensee, the claimant had no implied covenant for quiet enjoyment. The licences granted in the relevant years related to the sites as re-measured and adjusted. The damages claims therefore failed, and the claim was dismissed. It was unnecessary to assess damages, although the court made limited observations on mitigation and valuation.