Over Taylor Biggs

The actual Notice included a heading that stated accurately the date of the Lease and the original parties to the Lease.  However, there were two Tenants named in the Lease.  The Notice was given only on behalf of the trading company Tenant and did not also name the dormant company Tenant.

The Landlord denied that the Notice was valid on the grounds that:

•·         it was served by Solicitors without the authority of either or both Tenants; and

•·         it was given only on behalf of one of the two named Tenants.

The Tenant claimed that the Notice was invalid and claimed that the Landlord was prevented from denying its validity.

The Court held that the Solicitors were authorised to serve the Notice on behalf of both Tenants.  However, the Notice was not effective to break the Lease and the Landlord was not denied the opportunity to claim that the Notice was invalid.

The Court received the circumstances in which an accurate notice might nonetheless remain valid.  A mistake would not invalidate a notice where:

•·         its meaning was clear;

•·         the mistake was obvious; and

•·         it would be safe for the Landlord to rely on it.

As the dormant company had not been referred to as the giver of the Notice, wording of the Notice alone would generate real doubt.  It was concluded, on the evidence, that the omission of any mention of the dormant company was not accidental.  The Solicitor who had drafted the Notice was under the mistaken belief that only the trading company was the Tenant and it was accepted that this error was not made in reliance on anything that might have been said by the Landlord or the Landlord's Solicitors.  No detriment or unconscionability or change of position could be established, so this part of the Tenant's claim did not succeed.

This case is another reminder of the need for strict compliance and accuracy when a break Notice is being prepared.  This will include checking:

•·         the Landlord's records to show who is the proper Landlord and that the proper Tenant is paying the rent;

•·         the actual Lease documentation;

•·         the Landlord's identity by reference to the registered title (where this is relevant and available); and

•·         whether there has been any change of name of a company registered at Companies House.

It is also sensible that any notice given by a Solicitor or Surveyor states specifically that the notice is given as Agent for and on behalf of the relevant party.

Prudential Assurance Company Limited v Exel UK Limited (2009)