Demuren and another v Seal Estates Ltd

Rent Act–Whether separate ‘licence’ agreements resulted in non-exclusive licences unprotected by the Rent Act or whether in all the circumstances there was a protected joint tenancy–Somma v Hazlehurst and Aldrington Garages v Fielder discussed and distinguished–Cases depend on particular facts–‘Curious’ provisions in present ‘licence’ agreements–Finding of fact by county court judge of oral agreement that the two applicants should together enjoy exclusive possession of whole flat–‘Licence’ agreements did not reflect real agreement–Whether there could be a joint tenancy with unusual feature that each joint tenant was personally liable only for his share of total rent–Held to be so in circumstances of present case–County court judge’s decision that there was a protected joint tenancy upheld This was an appeal by Seal Estates Ltd from a decision by Judge Figgis in Wandsworth County Court in favour of Ayodeji Alunkunle Demuren and Olufemi Adefope who had applied under section 105 of the Rent Act 1968 (now section 141 of the Rent Act 1977) for a declaration that they held a protected tenancy of Flat 6, Spencer Park Court, Spencer Park, London SW18. The facts and submissions are set out fully in the judgment of Megaw LJ. Stuart Stevens and Miss P McCarthy (instructed by Gershon, Young & Co) appeared on behalf of the appellants; Stephen Sedley and Miss Tessa Moorhouse (instructed by Garratt Lane Law Centre) represented the respondents. Giving judgment, MEGAW LJ said: This is an appeal from the judgment of Judge Figgis given in the Wandsworth County Court on October 29 1977. The proceedings in the county court arose out of an application by two applicants, Mr Ayodeji Alunkunle Demuren and his cousin, Mr Olufemi Adefope, against, as respondents, Seal Estates Ltd. The application was made under the provisions of the then relevant Rent Act, section 105 of the Rent Act 1968, in which the applicants were, in effect, asking for a decision that they, the applicants, had the protection of the Rent Act in respect of their occupation of Flat 6, Spencer Park Court, Spencer Park, London SW18, of which property Seal Estates Ltd were the owners. The two applicants are both post-graduate students who had come from Nigeria to this country to pursue their studies. They were anxious to obtain accommodation together in London. They saw an advertisement which appeared in the Evening Standard on September 13 1976, which said: ‘Flats and Maisonettes to Let. Sharers: Available now or Oct 1st super s/c’–which means ‘self-contained’–‘Flats and Houses. North, South, East and West London for 2, 4 or 6 single sharers. £7.50 per week to £12.50 per week each. Crawfords’: and then a telephone number. The applicants telephoned the telephone number given as being ‘Crawfords.’ Crawfords, it would appear, are estate agents, who act for, among others, Seal Estates Ltd, or at any rate have some connection with them. There was really no evidence as to their status. Their precise position in this transaction is obscure; but it seems to me that they have got to be treated for present purposes as agents for Seal Estates Ltd who appear to be the owners of Spencer Park Court. The vagueness about all these matters will perhaps be less surprising when I mention that at the hearing no evidence was offered on behalf of Seal Estates Ltd. The applicants, having telephoned, arranged to see the flats at Spencer Park Court, of which they had no doubt been told by whoever, representing Messrs Crawfords, had answered the telephone. They went and saw the flats. They were taken round them by a lady, Mrs Ainsworth, who lived in no 7. The flats which they saw, including no 6, had three rooms as well as a kitchen and bathroom. They liked flat no 6. It included the largest room, which was furnished as a sitting-room; the second largest room, which was furnished as a bedroom with two beds, two wardrobes, and so forth; and the third, the smallest of the living rooms, was furnished as a dining-room, with a table and chairs. They were told by Mrs Ainsworth, when they said they would like to take the flat, to get in touch with Mr Charles who, it appears, was a caretaker. Mr Charles in his turn told them to go to an address which he gave them, in Addison Gardens in West London, with their cheque books, and to see somebody whose name, it would appear, was Mr Keating. The two applicants went on that same day, September 13 1976, to the address in Addison Gardens and they saw there a young man, unidentified, who apparently said that he was Mr Keating’s assistant. The applicants, according to the findings made by the judge on the evidence, told Mr Keating’s assistant that they were interested in a flat. They were told that no 6 alone was available; and they said that they would take no 6. They were then given certain documents to read over, which they read; and after Mr Keating’s assistant had dealt with other persons he turned his attention to the applicants and, it would seem, invited them to sign, each of them separately, forms called ‘Applications,’ and also, having signed them, to sign and initial what purported to be licence agreements, each of them being invited to initial and sign a separate such agreement. Having done that, they were asked to give cheques for their proportion of the rent. As the applicant Mr Adefope had no bank account, the man with whom they were dealing suggested that Mr Demuren, who had a bank account, should sign cheques making them payable to Mr Adefope, and Mr Adefope endorsed those cheques over to somebody or other, apparently somebody representing Seal Estates Ltd. Cheques were demanded and made over for the monthly instalments of the rent, or licence fee, whichever it may be payable by the applicants in connection with their occupation of Flat 6. So they gave post-dated cheques for the rent month by month, to be used monthly in advance for the payment of rent. (Mr Demuren ran out of cheques and had to return the next day to complete the required total of cheques). In addition, the applicants gave cheques for a ‘deposit,’ against, presumably, the possibility of non-pay-103 ment of the other cheques, or damage, or suchlike. They also, curiously, were asked to give, and did give, cheques each in the sum of £25 to whoever was the person dealing with them, apparently as being commission for the aid and assistance that that person, or Messrs Crawfords, gave in the transaction. If Messrs Crawfords were the owners’ agents, it gives rise to certain queries that they should be taking commission from the applicants. If they were the applicants’ agents other queries would arise. We need not seek to answer them. The applicants asked when they could move in. They were told they could move into the flat at any time. In fact they did not move in until the following Saturday, September 18. They asked if it was possible for them to stay beyond a year–again dealing with this on the collective basis of the two seeking occupation together. They were told by Mr Keating’s assistant that if they wanted to stay beyond a year they would have to sign a fresh agreement and give fresh cheques. Mr Adefope said in evidence that he thought he was signing to rent a flat. It is clear that they did read the documents–whether in whole or in part is not clear; and it is said that they ought to have understood that what they were signing were separate licences and not tenancy agreements. Neither of the gentlemen, so far as appears, was a lawyer or had any experience in law; and they were not asked any questions as to what they knew about the technical difference between a tenancy and a licence or its possible effects. When they moved into the flat they changed some of the furniture around, so that two rooms would be furnished as bedrooms, one bed in each of two rooms, and one wardrobe. There were no numbers on any of the rooms in the flat, even though the so-called licence agreements refer to a room ‘numbered One.’ The question that arose in the proceedings in the county court was whether in the circumstances the agreements which existed in law between the applicants, either jointly or severally, and Seal Estates Ltd were licences or were tenancies. The learned judge held that they were tenancies and that accordingly these two applicants were entitled to the protection of the Rent Act. It is against that decision that the respondents in the county court, the appellants in this court, Messrs Seal Estates Ltd, appeal. Their appeal has been presented with great diligence and great perseverance by Mr Stevens of counsel on their behalf. I would be content to say that I agree in its entirety with the judgment of Judge Figgis in the court below; that his findings of fact are findings which are justified, on the notes of evidence which we have seen; and that his conclusions of law drawn therefrom are unexceptionable. However, in this court we had cited to us two authorities, cases decided in this court since the decision of Judge Figgis in the present case, and of which, therefore, obviously, he could not be aware because they were not in existence when he delivered judgment. Those two cases are: first, Somma v Hazlehurst [1978] 2 All ER 1011, a decision given by this court on March 3 of this year; and the other is a judgment given on July 7 of this year, in Aldrington Garages v Fielder*, a case which so far as I know is not yet reported. We have been provided with a transcript. Mr Stevens’ real point is that the present case is indistinguishable on its facts from those two cases, in which it was held that agreements that in some respects were similar to the agreements with which we are concerned in the present case created licences and not tenancies. *See (1978) 247 EG 557, [1978] 2 EGLR 70 where the case was reported. In the second of the two cases, Aldrington Garages v Fielder, my lord, Roskill LJ made it quite clear that in his view that case was a case which depended upon its own particular facts and that neither it nor Somma v Hazlehurst was to be treated as laying down principles which could necessarily be applied in any case where there were similar but not identical agreements, or where there were relevant facts which were different from the facts in those two cases. In my judgment the facts in the present case distinguish it from each of those two authorities, so that neither of them affects the decision of Judge Figgis. I do not propose to go in detail into the terms of the purported licence agreements here. But there are certain points which I should mention. First, there were two separate agreements, signed separately by Mr Demuren and Mr Adefope. Second, in each of them there was a clause 9 which said ‘Nothing herein contained shall create the relationship of Landlord and Tenant between the parties hereto and the benefit of this Licence shall be personal to the Licensee.’  Beyond that there are certain curious provisions in the earlier clauses of the ‘licence’ agreements. I am using the word ‘licence’ in inverted commas. The agreement itself is described at the beginning as being ‘This Licence made the 13th September 1976.’ By clause 1 it is provided: ‘The Owner’–that is Seal Estates Ltd–‘gives the Licensee permission to reside in common with such other person as shall from time to time be nominated by the Owner in the room numbered One (hereinafter called the room) forming part of the Flat known as Number Six (hereinafter called the Flat) in the building known as Spencer Park Court, Spencer Park, SW18.’ Mr Adefope signed one such agreement referring to ‘the room numbered One.’  Mr Demuren signed another agreement, in identical terms except for the name of the so-called ‘licensee’; and in his agreement also there was a reference to ‘the room numbered One.’  Although these were separate agreements, they both applied to the same flat; and both Mr Adefope and Mr Demuren were to ‘reside’ (whatever that means) in ‘the room numbered One.’  There was, as the evidence showed, at that time no room numbered ‘1.’  A number ‘1’ was stuck on thereafter, after controversy arose between the parties which ultimately resulted in the application to the court. Although the agreements purported to say that these two gentlemen would, under their separate agreements, ‘reside’ in that supposedly identified room, clause 2 provided that ‘The Licensee shall be entitled to use the lounge dining room bathroom toilet kitchen (hereinafter called the common parts) in the Flat in common with all other occupants of any part of the Flat for the time being,’ It is ‘all other occupants,’ in the plural, as distinguished from ‘such other person as shall from time to time be nominated,’ which is in the singular, as provided in clause 1. The explanation which Mr Stevens offers (his clients gave no evidence at the hearing in the county court themselves or by their agents, Mr Crawford or Mr Keating’s assistant, or anyone else) is that this was what he described as being a common form agreement which might be used by the owners, Seal Estates Ltd, for flats which had more than one bedroom (not being the case in relation to the flat with which we are concerned). In those circumstances it is said that the owners might wish to provide that there should be two or more people residing in common in one bedroom and two or more people residing in common in another bedroom and that they should each be limited, so far as their exclusive residence is concerned–when I say ‘exclusive’ I mean exclusive to the two or more people in a bedroom–to their particular, defined, bedroom; but that they all should be entitled to use the lounge, dining room, bathroom, toilet and kitchen as being in common for all the occupants of all the bedrooms. It may be that that is the purpose of using the phrase ‘in common with all other occupants of any part of the flat.’  If so, it is an agreement which was not appropriate to the present case. The so-called ‘licence’ agreement, then sets out an even more curious provision. Clause 3 says: ‘The permission hereby granted shall continue until the 30th day of September 1977 unless previously determined by the Owner giving to the Licensee not less than one week’s previous notice in writing.’  So far, so good–until one realises that under this104 agreement there is no corresponding provision for the ‘licensee,’ so called, to give one week’s notice, or any other notice, in writing. So far as he is concerned the obligation which this agreement purports to put upon him, so far as it is capable of being reconciled with other clauses in the agreement, is that he is under an obligation, not, of course, to remain physically living in the nominated ‘room numbered One’ up to September 30 1977, but, whether he continues to reside there or not and to make use of the common part, to continue to pay for his right to ‘reside’ in room number one during the whole of the time up to September 30 1977. One provision, for the owner, that he can give one week’s notice: another, and very different, provision, for the ‘licensees,’ under which they have no corresponding provision for bringing the so-called ‘licence’ to an end. But it becomes even more curious when one comes to clause 4. I have said that when the agreement was made in the offices of Messrs Crawfords on September 13 1977–which stage was reached, as the judge has found, before these documents were signed–the applicants were both required to give cheques over the period of a year, post-dated month by month, in the sum of £54.17 each, as well as a cheque for ‘deposit.’  Clause 4 provides: ‘The consideration for such permission’–that is, the ‘permission to reside in common with such other person’ as should be nominated ‘in the room numbered One’–‘shall be the sum of £54.17 per calendar month payable by the Licensee to the Owner in advance on the 1st day of each month the first payment being the appropriate proportion from the 17th September 1976 to the 30th September 1976 next being made on the signing hereof.’ So, here are these applicants, who have given post-dated cheques covering the future, month by month, for a year, under an agreement in which their occupation as ‘licensees,’ so it is said, can be terminated by the owner at a week’s notice at any time: and they themselves have no corresponding right. So what would happen if the owner exercised his right under this agreement, if it be a right, to give a week’s notice after one of the post-dated cheques had been paid?  Would the position be that the owner would be in possession of payment for the ensuing month and the ‘licensee’ (so called) would be turned out, possibly within a week of that payment having been made?  It is said by Mr Stevens, on the basis of some propositions which I am afraid I am wholly unable to follow, that in those circumstances the ‘licensee’ would be able to get back the proportionate balance of his month’s payment by some action on the basis of a consideration which had partly failed. To my mind the provisions of those two clauses are irreconcilable. There is something which is so badly wrong with this agreement that one is bound to look at it with the gravest suspicion. The real argument put forward on behalf of Seal Estates Ltd in this court to suggest that the learned judge was wrong was the fact that under these two ‘licence’ agreements each of the ‘licensees’ separately is obliged to pay month by month £54.17 for his shared accommodation. It is said that that is inconsistent with its being a joint tenancy agreement because, if it were a joint tenancy agreement, each of the two joint tenants would be under a liability to pay the whole of the rent, subject, of course, to the right to reimburse himself, if he did pay the whole of the rent, from the other joint tenant. Judge Figgis was impressed with that point. In his judgment, having come to the conclusion, as I think for wholly unexceptionable reasons, that in all other respects the indications were that the true nature of these arrangements was a tenancy and not a licence, he went on: ‘That does not necessarily mean that a tenancy and not a licence was created. There is still the question raised by the fact that I am satisfied that it was a term that each applicant should be liable for one half of the money payment. It seems to me to be a matter of some difficulty which side of the line that may make the arrangement taken as a whole. My conclusion is that it is not necessarily inconsistent with a tenancy for a landlord to agree not to look to each of two joint tenants for more than one half of the rent.’ Mr Stevens pointed to what was said in the judgment of the court delivered by Cumming-Bruce LJ in Somma v Hazlehurst [1978] 2 All ER 1011 at p 1021, in relation to the two separate agreements which had been signed in that case (as two separate agreements had been signed here). The county court judge in that case, without going into any of the background evidence as to the making of the contract, and without inquiring whether or not there had been an oral contract to which the agreements purported to give effect, had held that the two agreements were to be treated as joint agreements. Cumming-Bruce LJ said this: ‘. . . . there was no basis for saying that they were joint agreements at all’–that is, in the absence of any extraneous evidence. Then he went on: However, if that is too legalistic a way of looking at the situation, as counsel for the respondents submits, it is impossible to reconstruct the separate obligations into one joint obligation without doing violence to the obvious intentions of the parties. particularly of the two grantees, H and S. For example, if one takes clause 1, which deals with the consideration which the grantees are bound to pay, it would be necessary, as we see it, either to have a joint interest coupled with a several liability for half the weekly amounts, which is something of a logical inconsistency, or else to re-draw the terms of the agreement to make each grantee jointly and severally liable for the full four-weekly instalment of £77.60, as against the contractual liability resting on each under the agreement of £38.80. This is not construing the agreement between the parties: it is re-writing it in the absence of any claim for rectification or any allegation of fraud. Counsel for the respondents was unable to provide any answer to this problem which came near to satisfying us on this point. Geoffrey Lane LJ, in delivering the first judgment in Aldrington Garages v Fielder, regarded that part of the judgment of the court in Somma v Hazlehurst as being substantially the ratio decidendi of the case. There, again, there had been two separate agreements. There, again, the county court judge had not made any findings of fact as to any oral agreement leading up to the committing of it into writing. Geoffrey Lane LJ, at page 12/F of the transcript of the judgment, said this: If the two agreements are separate then there is no exclusive possession and no tenancy. If they are joint, how is the obligation upon the occupiers to pay their consideration, £54.17 per month, to be construed?  In order to effect the intention of the parties, if it is a joint tenancy, it would be necessary to rewrite the agreements, as I see it, to make both Mr Fielder and Miss Maxwell jointly and severally liable for the total consideration, namely, £108.34 per month, as opposed to the several liability, under the agreement, of £54.17 each. As Cumming-Bruce LJ said in Somma v Hazlehurst: ‘This is not construing the agreement between the parties; it is rewriting it in the absence of any claim for rectification or any allegation of fraud.’ ‘That, indeed,’ said Geoffrey Lane LJ, ‘was one of the rationes decidendi in Somma’s case, and we are accordingly bound by it. In my view it concludes effectively this case.’ In the present case, in contrast, the learned judge did make findings of fact as to what had been the agreement between these two applicants and Mr Keating’s assistant at Crawfords’ office on September 13 1976. The judge said this: There was no evidence as to what the landlords really intended, apart from inferences which may be drawn. Counsel for the respondents elected, as he was entitled to do, to call no evidence. I find that when the parties went to see the person who told them to fill-in these documents, they said they wanted to take one of the flats. They were told only Flat 6 was available and said they would like to take it. In so far as the documents provide that they should reside in common in room no 1, they do not represent what anyone contemplated, including the landlord. If anyone had gone105 into the witness-box on their behalf to say that they expected two applicants to occupy one bedroom and the rest of the flat as a lounge and dining room, I would not have believed him. In my judgment there was a mutual, concurrent intention of all the parties that the applicants should together have and enjoy exclusive occupation of the whole of the flat. Indeed that seems to be borne out by the fact that the advertisement refers to a self-contained flat. In my opinion there was ample evidence to justify the learned judge in reaching the conclusion that there was such an oral agreement which had been made between the parties before the so-called ‘licence’ agreement came to be signed on that day by the two applicants and, on some unknown date thereafter, before September 21, by somebody representing Seal Estates Ltd. There would, therefore, have been, on that basis, strong ground for thinking that there could have been a claim for rectification of those written agreements as not giving effect to what was the express intention of the parties in arriving at their oral agreement. But, however that may be, there would still remain the question about the joint tenancy, having regard to the provision for separate payment of rent by the two licensees or joint tenants, as the case may be. I find it unnecessary to go further into that matter, having regard to the particular facts of this case as they were, which in my judgment distinguish them from both of the cases which I have cited, Somma v Hazlehurst and Aldrington Garages v Fielder. A joint tenancy with each of the two tenants paying only one half of the total amount of the rent due for the joint tenancy could indeed, in certain circumstances, be regarded as creating a logical inconsistency. It would particularly be so, perhaps, if the position were that the landlord, if one of the two joint licensees or tenants walked out, would be left without having any recourse in respect of the rent that was due under the agreement from that person other than the personal action against him. In this case one would have perhaps less sympathy for the owners than might otherwise have been the case because under clause 1 of their own agreement, assuming that it is valid and effective, they would have the right to nominate some other person to occupy the room numbered ‘1,’ charging such payment as might be appropriate to that person thereafter. Moreover, they would have their remedy against the outgoing licensee, if this licence agreement is capable of being given any meaning at all, because, as I have said, there is no provision in that agreement for the licensee to cease to be liable for payment up to September 30 1977 merely because he chooses to leave his residence in room no 1. There might indeed be a problem after September 30 1977 in relation to a continuing rent-restricted tenancy; but, again, the provisions of clause 1 would seem to be of some avail there. However, in the circumstances of the present case there are facts which in my view make it not ‘logically inconsistent’ at all, as it was thought to be logically inconsistent in the two earlier cases. There is here the provision of the post-dated cheques, the effect of which is that the landlord has got his payment in advance up to September 30 1977 from each of the two applicants. He has secured for himself the whole amount due from the two joint tenants (if that is what they are) for the whole period. It seems to me that here there is no logical inconsistency in the conclusion at which the judge arrived, namely, that the agreement was one which involved that, though it was a joint tenancy, nevertheless, unusually, each of the two should be personally liable for, and only for, his share of the total rent of the flat. That is something which may be unusual but is not, as I see it, such as to prevent it from being a joint tenancy, at any rate in the circumstances of this case. It represents, as I see it, the oral agreement between the parties in this case. In so far as this curious, and in some respects unintelligible, ‘licence’ agreement purports to provide otherwise, it is not consistent with the reality of the agreement which was made for the letting of a shared flat, particularly because of the advance payments for a year (inconsistent with the purported contractual right to determine on a week’s notice) and because of the absence of any provision which could properly or sensibly be said to preclude exclusive possession of the flat by the two sharing tenants. The reference to ‘all other occupants,’ when there could be none such in the intention of the parties, is a strong indication that the ‘licence’ agreement does not reflect the real agreement. I would, accordingly, dismiss this appeal. Agreeing, ROSKILL LJ said: Mr Sedley in his submission this morning for the respondents invited us to decide this appeal in a manner which might give some assistance to county court judges who are, day in day out, having to grapple with this problem where owners of property are seeking, perhaps understandably in the circumstances, to get the maximum financial advantage from their properties and to avoid what they no doubt regard as the irksome fetters of the Rent Act. On the other hand, as my Lord said in Buchmann v May [1978] 2 All ER 993 at p 1001, ‘. . . . the court would, and should, be astute to detect a sham, particularly in a case such as this, where the protection of the Rent Acts is involved.’ I do not think it is possible to deal with these cases save in relation to the facts of each particular case, anxious as one always is to help those courts which have to grapple with these problems even more often than we now do. I draw attention to what this court said in a judgment given by Cumming-Bruce LJ in Somma v Hazlehurst: ‘At the end of the day it was clear to us that the instant case is very much a case peculiar to its own facts. The difficulties, which were real, were largely difficulties in determining the content of the findings of the judge.’ In the most recent of these cases, Aldrington Garages v Fielder, decided on July 7 1978, but I think (as does my Lord) unreported, we were at some pains to emphasise that these cases do turn on their facts. I hope I may be forgiven for referring to something I said at p 13 of the transcript: ‘If one applies the reasoning in Somma’s case to the words and facts of the present situation, it seems to me that the result is inevitably that the agreement, in the circumstances of this case, and against the factual background of this case, creates a licence and not a tenancy. That is not to say–and I repeat what I said earlier on–that these precise words would necessarily, in every case, amount to the creation of a licence: not in every factual circumstances would they produce the same result as they have here.’ As my Lord has said, the factual background of the instant case is very different indeed from that attending both Somma v Hazlehurst and Aldrington Garages v Fielder. In those two cases there was no finding comparable with the findings which the learned county court judge has made in this case. Those findings are: first, ‘In my judgment there was a mutual, concurrent intention of all the parties that the applicants should together have and enjoy exclusive occupation of the whole of the flat. Indeed that seems to be borne out by the fact that the advertisement refers to a self-contained flat.’  Secondly: ‘I find that the agreement which was actually come to, to be inferred from the circumstances indicated, is one of tenancy of the whole flat to the applicants jointly.’ Mr Stevens argued that there was no evidence to justify those findings. I am afraid I emphatically disagree. Looking back to the learned judge’s very full and careful note of the evidence one finds Mr Adefope giving this evidence in chief: ‘We said we were interested in one of the flats. He’–that is, the landlord’s agent–‘said only Flat 6 was available, others had already been taken. We said we would take Flat 6. He gave us some forms to read over and complete while he was attending to two other girls who he said were taking Flat 8.’106 Then there were post-dated cheques for the whole of the period in question; and this agreement, whatever its character, was an agreement for a fixed term. It was not even expressly extendable at the end of that term. The learned judge rightly said that the appellants took post-dated cheques to cover every instalment of the alleged licence period. It seems to me, therefore, that the evidence abundantly justified the conclusion of fact at which the learned county court judge arrived. In my judgment, before those two young men from Nigeria left the agent’s office that evening there had been a concluded agreement on the terms that they would take Flat no 6 for the monthly payments which had already been made by means of these post-dated cheques; and the true nature of that agreement was that of a tenancy. I am quite unable to see that the curious and rather ill-drawn document that these young men had to sign afterwards in any way necessitates reaching a different conclusion of fact from that which the learned county court judge reached. It seems to me clear that the appellants’ counterpart of that document was not signed until some days later. That document simply does not begin to reflect the true transaction between the parties. I would add (I think my Lord has already referred to this) that I find clause 3 the most astonishing clause. Not only does one have the curious point, mentioned by my Lord, of the interaction between clauses 1 and 2, but one finds in clause 3: ‘The permission hereby granted shall continue until the 30th day of September 1977 unless previously determined by the Owner giving to the Licensee not less than one week’s previous notice in writing.’  Yesterday Mr Stevens argued that that clause could be effective to determine this agreement within a week notwithstanding that on its face it was an agreement for a fixed term of approximately a year. Today, under pressure from the court, he argued that those last words in clause 3 were irrelevant surplusage. It seems to me plain that those last words cannot be made to fit with an agreement of this kind for a fixed term where the antecedent agreement involved that the totality of the payments made were made by post-dated cheques. I am driven to the view that these documents, though they may have a different result on some other occasions against a different factual background, on this occasion simply do not begin to represent the true bargain between the parties. For those reasons, in addition to what my Lord has said, I would dismiss the appeal. I would end by expressing my appreciation of the work that has been done by the Garratt Lane Law Centre in Wandsworth in seeking that these two young men from Nigeria were able to get their rights, both in the court below and in this court. BROWNE LJ said: I agree so entirely with the reasons already given by my Lords that I find I cannot usefully add anything. I should like only to say that I agree with the last remark made by Roskill LJ. The appeal was dismissed with costs. Legal aid taxation of respondents’ costs ordered. Leave to appeal to the House of Lords refused.