Grimes v The Trustees of the Essex Farmers And Union Hunt

A contractual notice address can be displaced by a later address notified in writing. Where a clause provides for service at the address in the particulars or at another address previously notified, the alternatives are ordinarily exclusionary and substitutive. The later address replaces the earlier address, rather than giving the serving party a continuing choice. Construction depends on the language read in the context of the agreement as a whole, its purpose and commercial common sense. An appellate court should not disturb a trial judge’s primary finding of fact unless no reasonable judge could have reached it.

The tenant of an agricultural holding appealed against a County Court decision that his tenancy had been validly terminated by a notice to quit delivered to his former address. The tenancy agreement allowed notices to be served at the address in its particulars or at another address previously notified in writing. The trial judge found that the tenant had notified the landlords of his new address, but held that the former address remained valid for service. The central issues were the construction of the notice clause and whether the factual finding about receipt of the change-of-address notice could be challenged on appeal.

1. Appeal allowed. The judgment below was set aside. The tenant’s tenancy was not validly terminated, and he was awarded damages of £31,500 with appropriate interest and costs.
2. Clause 14.2, read with section 36 of the Agricultural Tenancies Act 1995, provided for a single address for service: either the address in the particulars or, once notified in writing, the other address. The word “or” was naturally disjunctive, and the word “other” strongly indicated substitution. The landlords therefore lost the ability to serve notices at the former address after receiving valid written notification of the new address.
3. The clause was construed by reference to the agreement as a whole, its documentary, factual and commercial context, its purpose and commercial common sense. The judge below erred by starting with the perceived literal meaning of the particular words and by treating the alternative construction as impermissible rewriting.
4. The trial judge’s finding that the December 2006 note accompanied the rent cheque and was received by the landlords was open to him on the evidence. The appellate court could not interfere merely because it might have reached a different conclusion. The applicable test was whether no reasonable judge could have reached the decision under appeal.
5. Because the new address had superseded the address in the particulars, delivery of the notice to quit at the former address was ineffective.

• Court of Appeal (Civil Division): [2017] EWCA Civ 361 — allowed the tenant’s appeal, set aside the County Court judgment, and awarded £31,500 damages with interest and costs.
• County Court at Chelmsford: judgment dated 25 October 2015 — held that the notice to quit was validly served at the address stated in the tenancy particulars and assessed damages at £31,500 if the tenancy had not been validly terminated.