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

The Court of Appeal decided that a landlord's written notice to quit was not validly "given to" the tenant where it was addressed by name to an individual who had, three days earlier, validly assigned the tenancy to a company. The court held that compliance with the common law requirement that a notice to quit be given to the person who actually holds the tenancy is a formal condition which cannot be corrected by construing the notice under the Mannai principle where the notice is addressed to the wrong person. Although section 93(2) of the Agricultural Holdings Act 1986 permits service on a company secretary at the registered office, the relevant inquiry is whether the notice was given to the tenant; on the facts it was addressed to Mr Thomas and the landlord did not know of the assignment. The appeal was allowed because the notice was not a notice "given to the tenant".

Background and parties:

• The tenancy concerned a farm at Pentre Canol. An oral tenancy had been granted to Mr Owen Gwilym Thomas. On the landlord's death title passed through successors and probate to the landlord who served the notice. On 30 October 2019 Mr Thomas incorporated a company (O G Thomas Amaethyddiaeth CYF) and by deed of assignment on 1 November 2019 assigned the tenancy to that company. Mr Thomas was sole shareholder and company secretary; the company's registered office was his home address. On 4 November 2019 the landlord, unaware of the assignment, served a written notice to quit addressed to Mr Thomas at his home address (which was also the company registered office).

Nature of the dispute and procedural posture:

• The dispute concerned whether the notice to quit was validly "given to the tenant" so as to trigger the statutory machinery under the Agricultural Holdings Act 1986. No counter-notice was served. The High Court (Zacaroli J) and the judge below (HHJ Jarman QC) held the notice valid on the basis that a reasonable recipient would have understood the notice to be intended for the company. The landlord appealed to the Court of Appeal.

Issues framed by the court:

• Whether a notice addressed by name to an individual who was no longer the tenant can be treated as a notice "given to" the person who in fact held the tenancy;
• How the Mannai principle on construing mistaken notices applies to notices to quit in the context of assignment of a tenancy;
• Whether section 93(2) (service on a company secretary at the registered office) or other statutory or common law principles could validate the notice.

Court's reasoning and conclusion:

• The court analysed authorities including Mannai and a line of cases that distinguish between formal/identifying requirements and mistakes of wording or spelling. It concluded that where a notice is addressed to a named person and received by that person, but that person is not the tenant, the notice is not "given to" the tenant; such a defect is not cured by construing the notice under Mannai.
• The court accepted that section 93(2) validates service on a company secretary, and that the notice had in fact been served on the company secretary, but held the antecedent question whether the notice was "given to the tenant" was not satisfied because the landlord addressed the notice to Mr Thomas and was unaware of the assignment. Precedents such as R (Morris) v London Rent Assessment Committee, Ben Cleuch, Balgray and Jones v Lewis supported a bright-line approach: a notice addressed to A and sent to A's address cannot be regarded as given to B.
• The Court of Appeal allowed the appeal and held the notice invalid for want of being given to the true tenant.

Appeal allowed. The court held that the landlord's notice to quit was not validly "given to" the tenant because it was addressed by name to the individual (Mr Thomas) who had, before service, assigned the tenancy to a company, and the landlord was unaware of that assignment. The Mannai approach to construing mistaken notices cannot rescue a notice that is formally addressed to the wrong person where the landlord knew of no basis to address the company. The defect therefore meant the notice did not take effect.

Appeal from an order of Zacaroli J dated 26 May 2022 ([2022] EWHC 1239 (Ch)) following earlier determination by HHJ Jarman QC at first instance. The Court of Appeal allowed the landlord's appeal in CA-2022-001190, [2022] EWCA Civ 1446.