‘The devil is in the detail’ is an expression often used in the professions – and with good reason.
Take, for example, a case involving something as simple as a tenant’s notice to terminate a lease at the break date. How could something that simple go wrong?
A recent case is an example of how it can. Two companies, Tibbett & Britten Ltd. (TB) and Tibbett & Britten Consumer Group Ltd. (TBCG), together leased premises. TB changed its name to Exel UK Ltd. and in that name a break notice was given by the company’s solicitors to the landlord. TBCG was not named in the body of the notice, although its name was contained within the description of the tenants. It was accepted that the solicitors had the authority to act for both companies.
The landlord claimed the notice was invalid because it had not been given by both companies.
The court considered what a reasonable person would have understood the notice to mean. Bearing in mind that there had been considerable correspondence and there was no doubt that the lease documents had been carefully considered on both sides, the court ruled that it was reasonable to conclude that the notice would have generated ‘real doubt’ in the mind of a reasonable person as to whether it was sent on behalf of both companies. The notice was drafted as it was because the tenants’ solicitors had incorrectly believed that Exel was the sole tenant. The break notice was therefore invalid.
With the economy as it is, many tenants wish to serve break notices and many landlords are looking to find fault with the notices given, so that they can be invalidated. We can help you make sure your property transactions of all types proceed without upset.
Partner Note
The Prudential Assurance Company Ltd. v Exel UK Ltd. (1) and Tibbett & Britten Consumer Group Ltd. (2) [2009] EWHC 1350(Ch).
Reported in Property Week, 17 July 2009. See