Notice to Quit after an Assignment

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Case: Turner v Thomas [2022] EWHC 1239 (Ch)

    1. My view is that the Mannai principle cannot perfect a notice that has been addressed to and given to a wrong party. Put another way, should a notice be interpreted as addressed to the current tenant, because that is the only way that it can be effective, and therefore a reasonable recipient would understand it as addressed to the current tenant? The answer is no. The answer was given by the Court of Appeal in R (Morris) v London Rent Assessment Committee1.
    1. For that reason I regard the High Court’s decision in Turner v Thomas2 as incorrectly decided. What perhaps makes it more surprising is that the decision is one which upholds an earlier decision in the County Court3.
    1. The facts of the case are instructive for those who practise in the law of agricultural holdings. Mr Thomas was granted an oral tenancy of agricultural land by the then owner Mr Morris. It was common ground between the parties that the letting was governed by the Agricultural Holdings Act 1986. On the death of Mr Morris, the freehold reversion passed to Mrs Jones. On her death, it passed to a local solicitor, Mr Owen, as the executor of her estate.
    1. Those who practise in this area will recognise that the first thing that one does, when acting for a landlord of an oral tenancy protected by the AHA 1986, is serve a section 6 notice in order to introduce an immediate prohibition upon alienation. Also, one consequence of serving a section 6 notice is that it will inevitably establish whether the oral tenancy has already been assigned and, therefore, the identity of the tenant.
    1. Mr Owen did not do that. Instead, on 4 November 2019, he served a notice to quit, which did not rely upon any statutory ground for seeking possession.
    1. Very shortly before the notice to quit was served, Mr Thomas had sought legal advice. On 30 October 2019, Mr Thomas incorporated O G Thomas Amaethyddiaeth Cyf (“the Company”). Mr Thomas became the sole shareholder and an officer of the Company. Its registered office was the same as the home address of Mr Thomas.
    1. The following day, 1 November 2019, Mr Thomas completed a Deed of Assignment of the tenancy to the Company. It was common ground between the parties that this was effective to vest the leasehold estate in the Company. Mr Thomas continued as the person responsible for the management of the farming enterprise.
    1. Because on 4 November 2019, Mr Owen had no notice of the assignment of the tenancy, the notice was served on Mr Thomas personally. It was sent by recorded delivery post. There was no dispute that Mr Thomas received it. It was addressed to him, and not (obviously) the Company.
    1. Ordinarily, out of an abundance of caution, someone advising the assignor, Mr Thomas, would have served a counternotice to the notice to quit. There were no known grounds upon which Mr Owen was able to seek consent to the operation of the notice to quit. The notice to quit would have been defeated. However, no counternotice was given.
    1. The focus was, therefore, entirely upon the validity and effectiveness of the notice to quit. My view is that the notice was invalid and ineffective for two reasons. First, section 93(1) of the AHA 1986 requires any notice to be “given to or served on the person to or on whom it is to be given or served”. The notice was given to Mr Thomas whereas it should have been given to the Company.
    1. Secondly, it was accepted in the County Court and the High Court that the notice should have been given to the Company, applying the Court of Appeal’s decision in Old Grovebury Manor Farm Ltd v W Seymour Plant Sales & Hire Limited (No 2)4.
    1. Both the County Court and the High Court (rejecting the appeal) decided that the notice to quit was valid and effective in reliance on the Mannai In the High Court, Mr Justice Zacaroli found that, in considering the tests under Mannai, it was necessary to have regard to the “context in which the notice was given”. He determined that the relevant context included:
      • The notice correctly identified the tenancy that had been granted to Mr Thomas.
      • The notice correctly identified the holding which was the subject of the tenancy.
      • The tenancy had been assigned to the Company.
      • The landlord was unaware of that assignment.
    1. On that basis, the Judge determined that a reasonable recipient would have understood that the notice should have been addressed to the Company and that it was intended to convey an intention to require the person who was in fact the tenant of the lease to deliver up possession of the holding.
    1. It is suggested that the correct approach is that if a written notice is given which wrongly describes the person to whom the notice is addressed and who is to act on it then, regardless of whether or not the notice had to be in writing:
      • If a reasonable recipient would be in no doubt that an error has been made in the language used in the document, and would understand that the language used in the notice was referring to the correct person, then the notice will be interpreted as referring to the correct person.
      • If, however, a reasonable recipient would consider that the person sending the notice might not have made a mistake in the language used, but rather might have made a mistake as to the person to whom the notice should be given, the notice will be invalid5.
    1. Applying that test, in Turner v Thomas, the notice would be invalid.
    1. As in the R (Morris) v London Rent Assessment case, in Scotland, that approach has been expressly rejected6. It is difficult to see how this approach is consistent with the precision suggested by Lord Hoffman in Mannai, where if the notice had to be on blue paper, it would be no good serving it on pink paper7.
    1. Moreover, in Mannai Lord Steyn warned against Mannai being used to validate all notices on the basis that a recipient is likely to appreciate that the notice was intended to have a particular effect, even if it was wrong8. Permission to appeal is being sought.


1 [2002] EWCA Civ 276.

2 Turner v Thomas [2022] EWHC 1239 (Ch).

3 Turner v Thomas (2021), Caernarfon County Court (HHJ Jarman QC), 3 December 2021.

4 (1979) 38 P&CR 374;  affd [1979] 3 All ER 504, [1979] 1 WLR 1397.

5 I should like to thank Mr Stephen Jourdan QC and Mr Gavin Bennison for the benefit of their input in relation  to this analysis.

6 Balgray Limited v Hodgson [2016] Scot CS CSIH 55. See para 32.12f.

7 Mannai Investment Co Limited v Eagle Star Life Assurance Co Limited [1997] AC 749, [1997] 3 All ER 352, at 776.

8 Mannai Investment Co Limited v Eagle Star Life Assurance Co Limited [1997] AC 749, [1997] 3 All ER 352, at 773.

© P R Williams

20 June 2022

P R Williams, Ebery Williams – Author of Scammell, Densham & Williams Law of Agricultural Holdings

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