In Argyle Farmers Limited v Hinderton Estates Limited & Hopkins (05.05.2020 unreported), we acted for the defendant landlords in a claim concerning the validity of a general notice to quit served on an agricultural tenant enjoying security of tenure under the Agricultural Holdings Act 1986 (the "AHA 1986").
An individual (R) had assigned his tenancy (which was not in writing) to a newly incorporated company (the claimant) to achieve even greater security of tenure. The landlord originally contested the existence of the tenancy and also asserted that the assignment had been void under s.6(5) of the AHA 1986 (though neither arguments were pursued at trial). That was the contextual scene at the time of the landlord’s service of a letter containing, amongst other things, a bare notice to quit.
The letter was addressed to R who was the original tenant and also the director of the claimant company. The letter was sent to R’s address which was also the registered office of the claimant company. The body of the letter addressed itself to R personally, or to such person or persons as claimed to be the tenant of the holding. The tenant failed to serve a counternotice under s.26(1) of the AHA 1986 and the landlords took back possession after expiry of the notice.
The tenant sought declaratory relief as to the validity of the notice to quit. The tenant argued the notice had: (a) not been properly served and/or was ambiguous in that it had been addressed to R rather than to the company or to R in his capacity as director of the company; (b) that its meaning was otherwise unclear; and (c) that contrary to the decision of the Court in Mills v Edwards [1970] 1 QB 379 it did not expressly state that it was a notice given pursuant to s.26(1) of the AHA 1986.
The first two general arguments regarding notices were dismissed under the principles set out in Mannai Investment Co Ltd v Eagle Star Assurance and in particular, the importance of having regard to the objective factual scene at the time. It was artificial to consider objectively that R, being simultaneously a director of the company, would fail to understand that he or the company were being put on notice. The third argument was premised on the tenant’s incorrect interpretation of Mills v Edwards.
The decision reinforces the well-established principle that a landlord must be clear whether he is serving a general notice to quit or a notice that relies on the Cases in Schedule 3 of the AHA 1986. If no reasons are given then it can only be a s.26(1) general notice to quit because it cannot be a s.26(2) notice to quit, and vice versa. Further, a notice to quit must be clear and unambiguous to the reasonable recipient who is appraised of the relevant factual context at the time of the service of the notice.
For the landlords in this case, the other contents of the letter were such that the tenant and his agent were thrown off the scent and failed to serve a counternotice, but the notice to quit was sufficiently clear within the letter so not to compromise its validity.
As a short postscript, the parties agreed before trial to focus on the critical issue (being the validity of the notice) and agreed the evidence on this issue thus dispensing with the need for setting up complicated measures for cross-examination during the Covid-19 pandemic. The matter was tried as a preliminary issue in a remote hearing held simply by telephone conference with hard copy bundles.
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