BRENDA ELIZABETH TURNER & Ors v OWEN GWILYM THOMAS & Anor

A notice to quit agricultural premises is effective only if it conveys to the tenant an instruction to quit the premises. The Mannai approach applies to statutory notices: the question is what a reasonable recipient would understand the notice to mean in its context. The landlord’s subjective intention is irrelevant, although the landlord’s actual knowledge, as known to the reasonable recipient, may form part of the relevant context. Where a lease has been assigned, a notice addressed to the former tenant may nevertheless be construed as addressed to the assignee if the notice clearly identifies the lease and premises and the reasonable recipient would understand that the assignee is the person required to give up possession.

The appeal concerned an agricultural holding originally let orally to Mr Thomas. Shortly after he assigned the lease to a company of which he was sole shareholder, director and secretary, the landlord, unaware of the assignment, served a notice to quit on Mr Thomas at his home address, which was also the company’s registered office. The notice identified the land and stated that the recipient held it as tenant.

HHJ Jarman QC held that the notice was valid. The company appealed, contending that the notice could not be construed as addressed to it where the landlord was unaware of the assignment. The respondents advanced alternative arguments based on service under section 93 of the Agricultural Holdings Act 1986. The central issue was whether the notice, objectively construed in context, was addressed to the company as the tenant.

1. Appeal dismissed. The notice to quit was valid and effective.
2. A notice given to an assignor after assignment is ordinarily ineffective because the leasehold interest is vested in the assignee. The person concerned with whether the tenancy should continue is the assignee: Old Grovebury Manor Farms Ltd v W Seymour Plant Sales and Hire Ltd [1979] 1 WLR 1397.
3. The court distinguished between identifying the correct recipient and construing the notice. Section 93 of the Agricultural Holdings Act 1986 principally governs the manner of service. The Act imposes no particular form or content for a notice to quit. It may be oral and need not identify the tenant, provided it conveys an instruction to quit the relevant premises.
4. Construction is objective. Applying Mannai Investment Co Ltd v Eagle Star Assurance Co Ltd [1997] AC 747, the question is how a reasonable recipient would understand the notice in context. The same approach applies to statutory notices under Pease v Carter [2020] EWCA Civ 175. The formulation in that case did not create an additional two-stage inquiry or introduce the landlord’s subjective intention.
5. The relevant context included the notice’s identification of the lease and land, the assignment to the company, and the landlord’s lack of knowledge of that assignment. That lack of knowledge explained the mistaken reference to Mr Thomas and assisted the reasonable recipient in understanding that the notice was intended for the actual tenant, the company. The landlord’s subjective intention remained irrelevant. The respondents’ alternative service arguments therefore did not require determination.

• High Court (Chancery Division): On appeal from the order of HHJ Jarman QC dated 20 January 2022, the appeal was dismissed and the notice to quit was upheld.