Was a tenant’s previous address still a valid address for service?
The question that arose in Grimes v Trustees of the Essex Farmers & Union Hunt [2017] EWCA Civ 361; [2017] PLSCS 109 was whether a landlord had validly served a notice to quit on a tenant who had farmed bare land for many years under a succession of tenancy agreements. The landlord had served its notice to quit at the address given for the tenant in the particulars in the parties’ lease. The lease in question had been granted as a reversionary lease that took effect in possession on the expiry of the tenancy agreement that preceded it. The tenant had moved from the address provided in the reversionary lease over a year before he signed the agreement, but he did not tell the landlord this until after completion of the lease.
The landlord claimed that its notice to quit had validly terminated the tenancy. The tenant claimed that he had been wrongfully dispossessed by the grant of a new tenancy to a third party and that he had suffered loss and damage as a result.
The case turned on the meaning of a clause in the tenancy agreement, which enabled the parties to serve notices on each other at their addresses given at the beginning of the tenancy agreement “or at such other address as has previously been notified in writing”. Had the new address provided by the tenant replaced the address given for the tenant at the beginning of the tenancy agreement?
The question that arose in Grimes v Trustees of the Essex Farmers & Union Hunt [2017] EWCA Civ 361; [2017] PLSCS 109 was whether a landlord had validly served a notice to quit on a tenant who had farmed bare land for many years under a succession of tenancy agreements. The landlord had served its notice to quit at the address given for the tenant in the particulars in the parties’ lease. The lease in question had been granted as a reversionary lease that took effect in possession on the expiry of the tenancy agreement that preceded it. The tenant had moved from the address provided in the reversionary lease over a year before he signed the agreement, but he did not tell the landlord this until after completion of the lease.
The landlord claimed that its notice to quit had validly terminated the tenancy. The tenant claimed that he had been wrongfully dispossessed by the grant of a new tenancy to a third party and that he had suffered loss and damage as a result.
The case turned on the meaning of a clause in the tenancy agreement, which enabled the parties to serve notices on each other at their addresses given at the beginning of the tenancy agreement “or at such other address as has previously been notified in writing”. Had the new address provided by the tenant replaced the address given for the tenant at the beginning of the tenancy agreement?
The trial judge and the Court of Appeal adopted different approaches to contractual interpretation. The trial judge took a literal approach, refusing to go “beyond the proper limits of an exercise of construction” by “going into the forbidden territory of rewriting a contract in different, perhaps fairer, terms”. In the judge’s view, the tenant’s former address remained a good address for service because it was included in the particulars in the current tenancy agreement.
By contrast, the Court of Appeal took the view that contractual interpretation “is not a literalist exercise focused solely on a parsing of the wording of the particular clause… the court must consider the contract as a whole and, depending on the nature, formality and quality of drafting of the contract, give more or less weight to elements of the wider context in reaching its view as to that objective meaning”: Rainy Sky SA v Kookmin Bank [2011] UKSC 50. The court decided that the parties could not sensibly have intended that the sender of a notice should retain the option of serving the recipient at a previous address after being notified of a new address for service. Therefore, the parties must have intended that any new address provided should be substituted for its predecessor.
Interestingly, shortly before the Court of Appeal’s judgment, Lord Sumption delivered the Harris Society Annual Lecture at Keble College, Oxford: see https://www.supremecourt.uk/docs/speech-170508.pdf. In his address, he indicated that the Supreme Court has sounded a retreat from “the loose approach to the construction of commercial documents, which reached its highest point in Rainy Sky”, suggesting that the time has come “to reassert the primacy of language in the interpretation of contracts”.
Will the landlord feel sufficiently emboldened by Lord Sumption’s observations, and aggrieved by the award of damages against it in the sum of £31,500 (together with interest and costs), to try its luck in the Supreme Court? We must wait and see.
Allyson Colby is a property law consultant
