Enda Hurley

The Court of Appeal (CoA) in England and Wales recently considered the validity of a notice to quit and held that a notice addressed to the wrong recipient was invalid. The court, in coming to its decision, considered the well-known Mannai test (Mannai Investment Co Ltd v Eagle Star Life Assurance Co Ltd [1997] AC 749).

Facts

In O G Thomas Amaethyddiath v Turner & Ors [2022] EWCA Civ 1446, the original tenant of an agricultural holding, Mr Thomas, assigned a lease to his company without the landlord’s knowledge. As this was an oral tenancy, there were no restrictions on assignment. Mr Thomas was the sole shareholder and director of the company and the company’s registered address was the same as Mr Thomas’ residential address.

The landlord served a notice to quit on Mr Thomas in his personal capacity and the notice was sent to his home address. A counter-notice was not served in response. The question for the court to determine was whether the notice to quit was valid, despite having been addressed to Mr Thomas, the former tenant, as opposed to the company, the current tenant.

Judgments

At first instance in the Land Court and on first appeal to the High Court, it was held that the notice to quit was valid. The English High Court held that the only, but critical, requirement was that the notice conveyed to the tenant an instruction to quit the premises. Applying the Mannai test, it was determined that any reasonable recipient of the notice would have understood it to have been addressed to the company.

In the Mannai case, the House of Lords held that the notice in that case, which contained a mistake, was still valid as the reasonable recipient could be left in no doubt as to the intention behind the notice. The Mannai case distinguished between formal conditions (which must be satisfied) and requirements to impart information (which, if incorrect, are capable of being rectified).

The CoA of England and Wales overturned the decisions of the lower courts and held that the notice to quit was invalid. The court held that the notice could not be said to have been given to the current tenant. The fact that Mr Thomas was the sole shareholder and director of the company, and that the company’s registered address was identical to Mr Thomas’ address, did not offer sufficient grounds to validate the notice.

Applying the reasonable recipient test, the court found that Mr Thomas, knowing that the landlord was unaware of the assignment, would not have understood the notice as referring to the company. Serving the notice on the wrong recipient amounted to a failure to fulfil a formal condition, which was an error that could not be saved by the principles established in Mannai.

The CoA reached its decision with some reluctance, noting that the landlord fell into a trap which the tenant had set, but held that the landlord could not be rescued from it. The CoA did suggest, however, that had the landlord simply addressed the notice to ‘the Tenant’, the notice might have been saved.

Key takeaways

Although under Irish law, no particular form of notice is required, there are some exceptions. The Residential Tenancies Act 2004 sets out a number of requirements for notices of termination. Other exceptions include the requirement that notices to quit relating to agricultural or pastoral holdings be in writing and signed by the landlord or their agent.

Further, where there is an express requirement in the lease or tenancy agreement of writing or some other formality, there must be adherence to any such requirement. While no particular form of words is required unless called out in the lease, a notice to quit must demonstrate an intention to terminate the tenancy and demand possession, indicate the expiry date and contain an accurate description of the property.

The English courts have previously been inclined to relieve parties in circumstances where a mistake has occurred but have, more recently, insisted on stricter compliance with notice requirements.

It remains to be seen whether the Irish courts will follow the decision of the CoA of England and Wales in Thomas v Turner. At the very least, Thomas v Turner is an important reminder to make inquiries of the party in occupation as tenant prior to serving a notice to quit and, more broadly, to ensure that all formal conditions are satisfied.

• Enda Hurley is a partner and co-head of A&L Goodbody’s disputes and investigations group.