Option for tenant to purchase freehold — Requirement for three months’ notice to defendant landlords — Notice served by tenant mistakenly giving expiry date in less than three months — Whether notice valid to exercise option — Judgment for defendants
The claimant was the tenant of a property of which the defendants owned the freehold. The lease contained an option for the claimant to acquire the freehold reversion upon giving “not less than three months notice expiring not later than the 6th day of February 2004”. The claimant gave a notice in late August 2003, but that notice was erroneously expressed to expire on 7 November, thereby giving less than three months’ notice. In a subsequent letter, the claimant’s solicitor explained that this was a typographical mistake and that the expiry date ought to have been 7 December. However, it later repeated the error and referred in correspondence to a completion date in November.
In proceedings between the parties, a preliminary issue was tried as to the validity of the notice. The claimant submitted that the notice was not required to stipulate a date for termination but merely to give not less than three months’ notice. It argued that the reasonable recipient would have been in no doubt that the claimant wished to exercise the option and to give three months’ notice of that intention, and that a commercially sensible construction of the notice should interpret it as expiring on 7 December. The defendants disputed the validity of the notice, contending that although a reasonable recipient would have realised that a different expiry date had been intended, the notice nevertheless left the recipient in doubt as to how and when it was in fact meant to operate.
