• news-banner

    Expert Insights

Court of Appeal decides defective notice to quit not saved by 'Mannai' principles

On 3 November 2022, the Court of Appeal handed down judgment in the second appeal in O G Thomas Amaethyddiath v Turner & Ors [2022] EWCA Civ 1446.

This was an agricultural tenancy case concerning the validity of a landlord's notice to quit and the application of the Mannai test (so named after its application in the well-known Mannai Investment Co v Eagle Star Life Assurance [1997] AC 749 case). The issue for the Court to determine was simple: whether the notice to quit the agricultural holding was valid.

Summary

The Court of Appeal overturned both the decision at the first instance and the decision on the first appeal ([2022] EWHC 1239), holding that a notice to quit unambiguously addressed to the former tenant of a holding was not given to the current tenant, and nor could it be interpreted as such.

The landlord's argument that the notice clearly and unambiguously communicated the required message, failed.

Facts of the case

Mr Thomas has been the tenant of an agricultural holding pursuant to an oral tenancy from year to year, governed by the Agricultural Holdings Act 1986.

On 1 November 2019, and without notifying the landlord, Mr Thomas instructed solicitors to assign the tenancy to a newly incorporated company called O G Thomas Amaethyddiaeth CYF, of which he was the sole director and shareholder and whose registered office was the same as his home address. Because the tenancy was oral, it contained no restriction on its assignment by the tenant.

Three days later the landlord served a notice to quit, addressed to Mr Thomas (not the company), and delivered it by hand to his home address. No counter-notice was given.

The issue for the Court to consider was whether the notice served on Mr Thomas was valid against the company.

Decision

Both of the lower Courts held the notice to be valid against the company. Applying the test from Mannai, both HHJ Jarman KC at first instance and Zacaroli J on first appeal considered that the notice clearly conveyed the landlord's intention to require the person who was in fact the tenant (whoever they may be), to deliver up possession of the land. Therefore, the notice was deemed validly given to the company.

However, the Court of Appeal disagreed (relying on the decision in R (Morris) v London Rent Assessment Committee [2002] EWCA Civ 276 and two Scottish decisions from the Inner House of the Court of Session). It held that addressing a notice to quit to the wrong recipient amounted to a failure to satisfy a "formal" condition for the notice's validity, which could not be saved by Mannai.

In Mannai itself, the House of Lords decided that, even though there was an error in the notice given, the notice was otherwise clear and unambiguous, and left no reasonable doubt about its intention. That notice was 'saved,' and the tenant was able to break its lease.

However, Mannai will only save a notice where the intention to serve on the intended recipient is nonetheless clear. The Lords in Mannai made a distinguishment between "formal" requirements on one hand, and "requirements to impart information" on the other. As an example, Mannai principles can save a notice with typographical mistakes, as these are a requirement to impart information. Lord Hoffman famously illustrated the difference between these requirements when he stated that: "If the clause had said that the notice had to be on blue paper, it would have been no good serving a notice on pink paper, however clear it might have been that the tenant wanted to terminate the lease."

In O G Thomas however, the failure to serve on the correct tenant was a "formal" condition, not an information requirement. The landlord did not know the tenancy had been assigned and did not know the company even existed, so it could never have intended to serve the notice on the company in compliance with the formal condition of the notice.

The tenant's appeal succeeded.

Comment

O G Thomas is an important decision for property practitioners and a helpful reminder of the principles laid down in Mannai - where a notice does not comply with formal requirements, it will not be valid. It naturally follows that where a notice has been clearly given to the wrong recipient, Mannai will not save it.

It serves as a timely reminder to make appropriate enquiries of the recipient whenever notices are being served.

At Charles Russell Speechlys LLP we have considerable experience in the drafting and service of notices. Please do contact us if we can assist.

Our thinking

  • IBA Annual Conference 2025

    Simon Ridpath

    Events

  • Alumni Drinks Reception

    Events

  • London International Disputes Week: Trusts hurt: the fraud lawyer, the trust, and the avenues of attack (and defence)

    Tamasin Perkins

    Events

  • London International Disputes Week: Navigating International M&A Disputes: Insights and Strategies for 2025

    Stephen Burns

    Events

  • UK Real Estate Opportunities for Asia Capital

    Simon Green

    Events

  • Maximising flexibility through subletting – key considerations for office occupiers

    Pippa Clifford

    Insights

  • People Management quotes Owen Chan on the UK government's plans to raise English language requirements on migrants

    Owen Chan

    In the Press

  • The Law Commission: Modernising Wills Law Report - a disputes perspective

    Lydia Kember

    Quick Reads

  • Retrospectively changing Indefinite Leave to Remain rules for those currently on the 5 year route to a 10 year route is unlawful and unfair

    Paul McCarthy

    Quick Reads

  • World Intellectual Property Review quotes Olivia Gray on the post-Brexit treatment of design rights

    Olivia Gray

    In the Press

  • Charles Russell Speechlys advises the shareholders of Stow Healthcare Group Limited on the sale of the company to CGEN Care Group

    David Coates

    News

  • Relief from Forfeiture: A recent High Court decision serves as reminder of key principles

    Andrew Ross

    Insights

  • The Lawyer cites our Firm in a podcast on AI and Innovation in the legal sector

    Joe Cohen

    In the Press

  • Bloomberg quotes Dominic Lawrance on the appeal of Italy for non-dom individuals considering relocating from the UK

    Dominic Lawrance

    In the Press

  • The FCA's PS25/4: Extending Investment Research Payment Optionality to Fund Managers

    Charlotte Hill

    Insights

  • Unravelling the Global Single Family Offices Tapestry

    James Carter

    Insights

  • Navigating IHT Concerns in Land Promotion: Hope Value and Some Innovative Solutions for Landowners and Developers

    Sam Jelley

    Quick Reads

  • A Boost for Water Quality? The Pickering Case 2025

    Kevin Gibbs

    Quick Reads

  • UK Immigration Reform – deeper restrictions on the horizon

    Paul McCarthy

    Quick Reads

  • The Court of Arbitration for Sport Appeals Procedure

    Benoît Pasquier

    Insights

Back to top