O G Thomas Amaethyddiaeth CYF & Anor. v Turner & Ors.

A notice to quit must be given to the tenant holding the tenancy when the notice is served. Where the tenancy has been assigned, that is the assignee. A notice addressed by name to the former tenant and sent to him is not a notice given to the assignee, even if it reaches the correct company secretary or the circumstances reveal the landlord’s intended purpose.

The Agricultural Holdings Act 1986 regulates service but does not cure a defect in the notice’s identification of the recipient. The Mannai principle permits correction of verbal mistakes concerning an otherwise correctly identified recipient. It does not correct a substantive factual mistake about who the tenant is.

Mr Owen Gwilym Thomas held an oral agricultural tenancy. He assigned it to O G Thomas Amaethyddiaeth CYF, of which he was secretary, without notifying the landlord. Three days later, the landlord served a notice to quit addressed by name to Mr Thomas at his home address, which was also the company’s registered office. Neither Mr Thomas nor the company served a counter-notice.

HHJ Jarman QC and, on first appeal, Zacaroli J held that the notice was valid because a reasonable recipient would understand it to refer to the company as the actual tenant. The Court of Appeal considered whether the notice had been given to the tenant at all, and whether the Mannai approach to correcting mistakes could overcome the wrong identification of the recipient.

The Court of Appeal, in the judgment of Lewison LJ with which Asplin LJ and Nugee LJ agreed, allowed the appeal.

1. At common law, a landlord’s notice to quit must be given to the person in whom the tenancy is vested at the date of the notice. Following an assignment, that is the assignee. The court treated the principle illustrated by Old Grovebury Manor Farm Ltd v W Seymour Plant Sales & Hire Ltd (No 2) [1979] 1 WLR 1397 as applicable to a notice to quit.
2. Section 93 of the Agricultural Holdings Act 1986 concerns the manner of giving or serving documents, rather than their form or substantive contents. Section 93(2) meant that service on Mr Thomas as the company’s secretary was sufficient service on the company. It did not convert a notice addressed to Mr Thomas personally into a notice given to the company. The court followed Jones v Lewis (1973) 25 P & CR 375 on this distinction.
3. The Mannai Investment Co Ltd v Eagle Star Assurance Co Ltd [1997] AC 749 approach requires the court first to identify the substantive requirements of the notice, then to construe its contents and match them against those requirements. It may correct a verbal error concerning the correct recipient, but it cannot rectify a substantive error in identifying the recipient. The two-stage approach stated in Trafford MBC v Total Fitness UK Ltd [2002] EWCA Civ 1513 was consistent with that analysis.
4. The notice repeatedly identified Mr Thomas as the tenant and was addressed to him by name. The landlord did not know of the company or the assignment. A reasonable recipient in Mr Thomas’s position would therefore not understand the notice as addressed to the company. The anterior requirement that the notice be given to the tenant was not satisfied. The court regarded R (Morris) v London Rent Assessment Committee [2002] EWCA Civ 276 as binding, and the factual distinction based on the short period since assignment had no legal relevance.

The notice was consequently invalid. The court recognised that the landlord had been placed in a difficult position but held that the defect could not be rescued consistently with principle.

• Court of Appeal (Civil Division): allowed the appeal and held that the notice to quit was invalid.
• High Court, Chancery Appeals: Zacaroli J upheld the validity of the notice on first appeal: [2022] EWHC 1239 (Ch).
• First instance: HHJ Jarman QC held that the notice was valid.