Hawtrey v Beaufront Ltd

 

Hawtrey v Beaufront Ltd

All England Law Reports 1936 - books on screen™

All ER 1946 Volume 1

Preamble

LANDLORD AND TENANT; Tenancies

KING’S BENCH DIVISION

CROOM-JOHNSON J

11, 12, 14 JANUARY 1946

Landlord and Tenant – Term – Certainty – Commencement and termination defined by reference to commencement and termination of war – Date of

termination of European war – Declaration by Government that national emergency ended – Notice to quit – Validity of – Validation of War-time Leases Act,

1944 (c 34), ss 1, 2 – Tenancy Agreements (End of the War in Europe) Order, 1945 (SR & O, 1945, No 703/L8).

By a tenancy agreement in writing, dated 3 September 1939, the plaintiff demised, to the defendant company, premises known as Marks Barn, Crewkerne,

Somerset, for the period of the national emergency or European war or threatened European war. The term was to be computed from the date of the actual

entry on the premises by the tenants until such national emergency or war should have been terminated by the signing of terms of peace or such other

declaration by the Government that the national emergency no longer existed. The defendant company entered into possession of the premises. On 15 June

1945, the plaintiff’s solicitors sent a letter to the directors of the defendant company enclosing a notice also addressed to the directors at Marks Barn, the

registered office of the company, giving them, the directors, one month’s notice to quit the premises which they occupied under the terms of the agreement of

3 September 1939. Receipt of letter and notice was acknowledged by defendants’ solicitors. In an action by the plaintiff for possession of the premises it was

admitted that the agreement was for the duration of the war. It was, however, contended on behalf of the defendant company that (i) notwithstanding that the

term was still a good term by virtue of the Validation of Wartime Leases Act, 1944, s 1(1), the plaintiff was not entitled to take advantage of that subsection

and give notice to quit, because there never had been a signing of terms of peace nor a declaration by the Government that the national emergency no longer

existed, and (ii) in any event, the notice was invalid because it was directed to the directors of the defendant company and not to the company itself:—

Held – (i) The tenancy agreement was an agreement for the duration of the European war validated, in so far as the duration of the term was concerned, by the

Validation of War-time Leases Act, 1944, s 1(1); and by virtue of the Tenancy Agreements (End of the War in Europe) Order, 1945, made under sect 2(2) of

that Act, the plaintiff was entitled, on and after 9 May 1945, to exercise his right under sect 1(1) of the Act to determine the tenancy by notice to quit.

(ii) the notice to quit was addressed to the directors of the defendant company as persons acting on behalf of the company and was, therefore, a valid

notice to quit to the defendant company.

Notes

Between the Munich agreement in 1938 and the outbreak of war in 1939 a number of leases were entered into for the purpose of providing premises available

for evacuation. These, so far as they were expressed to be “for the duration 􀂭 296􀀉 of the war” were held, in Lace v Chandler to be invalid for want of

certainty in the term. The Validation of War-time Leases Act, 1944, was passed for the purpose of giving validity to such leases, and the lease here in issue,

the duration of which is expressed to be until the war has terminated by the signing of peace or by declaration of the Government that the national emergency

no longer exists, is held to be within the Act. Although it is unnecessary for his decision, Croom-Johnson J, expresses the view that the broadcast by the Prime

Minister relating to unconditional surrender amounted to a “declaration by the Government” within the meaning of the lease.

As to Term Defined by Reference to Determining Event, see Halsbury, Hailsham Edn, Vol 20, pp 148–150, para 161; and for Cases, see Digest, Vol 30,

pp 462–466, Nos 1245–1292.

As to Form and Construction of Notice to Quit, see Halsbury, Hailsham Edn, Vol 20, pp 135–137, paras 145, 146; and for Cases, see Digest, Vol 31, pp

445–450, Nos 5919–5971.

For the Validation of War-time Leases Act, 1944, ss 1, 2, see Halsbury’s Statutes, Vol 37, pp 341–344.

Cases referred to in judgment

Lace v Chandler [1944] 1 All ER 305, [1944] 1 KB 368, 113 LJKB 282, 170 LT 185.

Hankey v Clavering [1942] 2 All ER 311, [1942] 2 KB 326, 167 LT 193.

Doe d Matthewson v Wrightman (1801) 14 Esp 5, 31 Digest 443, 5901.

Doe v Spiller (1806), 6 Esp 70, 31 Digest 447, 5938.

Action

Action for the recovery of possession of premises let for the duration of the war. The facts are fully set out in the judgment.

G R F Morris for the plaintiff.

D A Scott Cairns for the defendants.

14 January 1946. The following judgment was delivered.

CROOM-JOHNSON J. This is an action in which the plaintiff seeks to recover possession of premises known as Marks Barn, Crewkerne, in the county of

Somerset, from the defendants, who, he says, were his tenants under a tenancy agreement in writing, dated 3 September 1939.

The action was started by a specially endorsed writ, and after proceedings for summary judgment had been started under RSC, Ord 14, r 1, an order was

made under the terms of r 8, which ordered that this action should be set down as a short cause for trial, the only point raised before the master as a defence

being that a certain notice to quit the premises, relied upon by the plaintiff, was not a valid notice to quit. The order went on to provide, in common form, that

the defendants could supplement that by giving notice of additional defences. In some way what the defendants did was to deliver a defence, so-called, in a

separate document on 12 September 1945, and in that, without any reference to the point which had been raised under the proceedings for summary judgment,

the defendants set up that the agreement of tenancy was for the term of the national emergency and that that term had not been terminated in the manner

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Preamble

provided in the agreement, or at all.

The matter starts in this way. The plaintiff is the owner of the premises to which I have referred. On 1 March 1939, he entered into an agreement with

the defendants which provides for a certain option. The defendants conduct a well known school, which they were desirous of removing from Camberley,

Surrey, to some more remote place if and when an emergency or war should arise. That agreement, be it noted, was a fortnight before the Germans marched

into what was left at that time of Czechoslovakia. The option was an option in consideration of a substantial sum of money to take the premises in question,

exercisable by the tenants, the defendants, “immediately the national emergency or threat of war arises or on the actual commencement of war and if and when

the same shall be exercised by the tenants—the same being in option—“then the landlord shall grant and the tenants shall accept the tenancy of the said

premises.” The agreement went on to provide that the lease (it is not, I think, mentioned anywhere before in this document) “or tenancy agreement shall be

put in the form or to the effect set forth in the schedule hereto,” and then there are certain other provisions which are proper in such an event. The schedule

did not follow exactly the terms of the option agreement: it is only a difference of a word. In the agreement the expression is: “for the period of any national

emergency and any European war or threatened European war.” In the habendum in the schedule of the proposed agreement for tenancy the words are:

􀂭 297􀀉

‘To hold unto the tenants for the period of the national emergency or European war or threatened European war to be computed from the date of the

actual entry on the premises by the tenants until such national emergency or war shall have been terminated by the signing of terms of peace or such

other declaration by the Government that the national emergency no longer exists.’

The option was exercised and the lease for a tenancy agreement in the terms of the schedule was actually executed on 3 September 1939, the day upon

which war broke out, and thereafter the defendants entered into possession of the premises, removed their school there, and have been carrying on and are still

carrying on upon the plaintiff’s premises.

In the meantime, in Lace v Chandler the Court of Appeal had decided that a tenancy “for the duration of the war” does not create a good leasehold

interest, the term, when the agreement takes effect, being uncertain, and, also, that it was impossible to construe the particular tenancy agreement as a legal

lease for a long period. The ground of that decision was, as I understand it, that the term did not point out the period during which the enjoyment of the

premises was to be had, so that the duration as well as the commencement of the term be stated:

‘The certainty of a lease, as to its continuance, must be ascertainable, either by the express limitation of the parties at the time the lease is made, or

by reference to some collateral act which may, with equal certainty, measure the continuance of it, otherwise it is void.’

That is a citation from the judgment of Lord Greene MR ([1944] 1 All ER 305, at p 306), and taken from Foa On Landlord And Tenant, 6th Edn, p 115.

It soon became manifest that there was a very large number of agreements that in one form or another had been expressed differently, so far as tenancies

were concerned, “for the duration of the war,” and the matter had to be cured by legislation. Unfortunately when the Legislature came to deal with it, instead

of leaving the parties, as far as they could, to the agreement that they had made, merely validating the plain intention which the parties thought they were

expressing, the Legislature decided that they would superimpose upon that something a great deal more, and they proceeded, as I see it, in a statute to which I

will refer in a moment, to some extent to make a new agreement for the parties altogether.

By the Validation of War-time Leases Act, 1944, s 1(1), it was provided that:

‘Subject to the provisions of this section, any agreement, whether entered into before or after the passing of this Act, which purports to grant or

provide for the grant of a tenancy for the duration of the war shall have effect as if it granted or provided for the grant of a tenancy for a term of ten

years, subject to a right exercisable either by the landlord or the tenant to determine the tenancy, if the war ends before the expiration of that term, by at

least one month’s notice in writing given after the end of the war.’

For the purposes of construction subsect (2) of that section defines the use of the expression “the duration of the war” as follows:

‘In this section the expression “the duration of the war,” in relation to any agreement, means a period which, on the proper construction of the words

used in the agreement, whatever they may be, ends with, or within, a specified time after, one of the following events: (a) the end of the war or of

hostilities as respects all the States with which His Majesty is at war and all theatres of war; (b) the end of the war or of hostilities as respects any

particular State or States or any particular theatre or theatres of war; (c) the end of the emergency mentioned in the Emergency Powers (Defence) Act,

1939, or of the period for which that Act or any Regulation, order or power thereunder is in force or of the emergency mentioned in any other Act of the

present Parliament; (d) the end of the emergency (not defined by reference to any Act of Parliament) occasioned by the war or hostilities, whether as

respects all the said States and all theatres of war or as respects any particular State or States or any particular theatre or theatres of war; (e) any event

likely to occur on or in connection with any of the events aforesaid; and any reference in this section (other than this subsection) to the end of the war

shall, in relation to any agreement, be construed as referring to the end of such one of the aforesaid periods as is appropriate to that agreement.’

One of the difficulties in the present case is that the parties have not, on any view of this case, provided for “such one of the aforesaid periods.” They

have 􀂭 298􀀉 apparently considered two, if not three, of them, and what the effect of that is I may have to consider before I reach the end.

The statute goes on in sect 2 to deal with what it calls: “Construction of tenancy agreements,” and subsect (1) of that section is of importance:

‘Where any tenancy agreement uses, for the purpose of defining the term or purported term of the tenancy or for any other purpose, the expression

“the war” or “hostilities” or “the emergency” or any similar expression which does not indicate whether it refers: (a) to the war or to hostilities as

respects all the States with which His Majesty is at war and all theatres of war or, as the case may be, to the emergency occasioned thereby; or (b) to the

war or to hostilities as respects any particular State or States or any particular theatre or theatres of war, or, as the case may be, to the emergency

occasioned thereby; the expression shall be construed as referring to the war or hostilities as respects those States with which His Majesty was at war at

the date when the agreement was made, or, as the case may be, to the emergency occasioned thereby, unless it is shown that the parties intended that the

expression should be otherwise construed.’

It is to be noted that all those expressions in subsect (1) are in substitution for the one used.

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I look at this document and I find it refers to the European war. I was invited to say that I might hold that the agreement included the Japanese war,

which did not eventuate for some 2 or 3 years after this date. I find that the parties meant and intended what they said and nothing more; and, accordingly,

they were dealing with the conditions on 3 September 1939, when this country was at war with one state or, at any rate, with states in Europe, most of which

were ultimately swallowed up by the German State. I find, accordingly, that the parties were contemplating a time when the “national emergency or European

war or threatened European war” meant that they were dealing with such states as were then at war with His Majesty.

Sect 2(1) goes on to say this:

‘The court by whom any such agreement is construed may admit any evidence which in the opinion of the court may throw light on the intention of

the parties as to the meaning of the said expression.’

Counsel for the defendants invited me to admit the option agreement of 1 March 1939, as evidence showing the intention of the parties as to the meaning

of the expression which I have just read. In my judgment it throws no light whatever on any topic which I have to consider. The words in the document of 1

March “European war” are the same as in the actual agreement, and, indeed, the option agreement, except for the one little point I have mentioned in regard to

the word “any.” contains the form of the agreement which I have to construe. That being so, I have to come to a conclusion, first of all, as to whether this is

an agreement which within sect 1(1) and (2), and sect 2(1) is an agreement for the duration of the war. The parties have on each side admitted that this is an

agreement for the duration of the war, and that it is accordingly validated, so far as the duration of the term is concerned, by the statute of 1944. With that in

mind I then pass on to consider two further points: (1) that notwithstanding the statute of 1944, certain parts of the habendum of 3 September 1939, still bind

the two parties, and (2) that the notice given to terminate the tenancy was one which could not be given, either because the statutory provision itself had not

been obeyed or because the terms of the agreement, so far as then subsisting, were not obeyed, and, finally, that in any event the notice was a bad notice

because it is said that it was not directed to the tenants at all.

I have had some doubt, and still have some doubt, as to whether the language used in this agreement brings the case within the mischief which the statute

of 1944 was intended to allay, because it deals with “a threatened war” as well as “national emergency,” and, secondly, because it seems to me to deal with

three things and not one, which seems to be the notion contained in subsect (2) of sect 1, whereas the parties have argued the case before me upon the basis

that the effect of the habendum in the tenancy agreement is that the parties have purported to create a term for the duration of the war. I propose to deal with it

on that basis.

I think that possibly this statute, which is intended to preserve and give effect to what the parties were intending to do, should be given a wide

construction, and accordingly I shall attempt to deal with the matter upon broad lines, 􀂭 299􀀉 and not too meticulously. Both counsel practically invited me

to deal with this agreement upon the terms that the statute of 1944 applies to it. That being so, the question is: Has the statute not merely substituted another

term for the term which the parties thought they were creating, but has it got rid of that part of the original term or the conditions of the original term which

provided for a time for its determination, namely, “until such national emergency or war shall have been terminated by the signing of terms of peace or such

other declaration by the Government that the national emergency no longer exists.”

Counsel for the defendants says there is nothing in the statute which prevents that part of the hadendum continuing in force, and he says that there never

has been a signing of terms of peace—that is admitted—and that there never has been a declaration by the Government, whatever that expression may mean,

that the national emergency no longer exists, and, accordingly, notwithstanding that the term is still a good term by virtue of the Act of 1944, the landlord, the

plaintiff, is unable to take advantage of the provisions of subsect (1) of sect 1 and give a notice when the war ends to put an end to the statutory term of 10

years.

Again I think I must construe this statute benevolently, and I think that the words which I have read: “until such national emergency” and so on, are a

part of the language used in order to express the intention of the parties that this was to be for the duration of the war. Supposing somebody else should take a

different view and form a different opinion from me about that, then I have to consider the meaning of the words “or such other declaration by the Government

that the national emergency no longer exists.” One of the difficulties here is the word “other,” because the signing of the terms of peace is not a declaration by

the Government, and I do not understand what value I am to give to the word “other.” I do not think I can give the word any meaning, grammatically, there,

and I have to examine whether there is a declaration by the Government that the national emergency no longer exists.

That brings me to consideration, first of all of subsect (2) of sect 2 under which:

‘His Majesty may by Order in Council declare what date is to be treated for the purposes of any tenancy agreement as (a) the date of the end of the

war … ’

and whether the agreement is to be construed in accordance with an Order in Council, as the end of that subsection says:

‘… unless the context requires, or it is shown by admissible evidence, that it should be otherwise construed.’

I put that in this order because something happened under that subsection which is relied upon by counsel for the plaintiff, not merely for the purpose of

the application but also for the purpose of looking to see whether there has been a declaration by the Government that the national emergency no longer exists,

if the defendants’ rights are governed, and only so by the document, for the purpose of this agreement.

On 11 June 1945, His Majesty made an Order in Council (The Tenancy Agreements (End of the War in Europe) Order, 1945), under subsect 2 of sect 2,

and the operative part of that Order is as follows:

‘For the purpose of the construction of any tenancy agreement, the ninth day of May, nineteen hundred and forty five, shall … be treated as the date

of the end of the war and of hostilities as respects each and all of the States in Europe with which His Majesty has been a war at any time since the third

day of September, nineteen hundred and thirty-nine, and of the emergency (not being defined by any Act of Parliament) occasioned thereby.’

If the statute applies fully, as I think it does, to this tenancy agreement, that is sufficient to reach the situation that on 9 May 1945, and thereafter, it was

possible for the landlord to serve the notice which he has served in order to bring to an end the notional term of 10 years. But counsel for the plaintiff, as I

have said, uses it also for another purpose, and he says that when that is promulgated by the Government of the day it becomes “a declaration by the

Government” within the terms of the agreement that the national emergency no longer exists, and for that purpose he put in evidence a statement by the then

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Lord Chancellor calling attention to the Order in Council, and he says that that amounts to a declaration by the Government. I feel a difficulty about that

construction, 􀂭 300􀀉 and I am unable to accept it as a declaration by the Government. It looks to me as being no more than what it purports to be, namely, an

expression of the desire of the Lord Chancellor to draw the attention of landlords and tenants and their advisers to the Order in Council having been made.

I think counsel for the plaintiff was on rather firmer ground when he referred to a statement made by the then Prime Minister, Mr Churchill, in a

broadcast message on 8 May 1945, in which he announced that the act of unconditional surrender by the enemy was signed at 2.41 am, on 7 May to be ratified

in Berlin on 8 May. The Prime Minister of the day plainly was declaring that the national emergency and state of war with the enemy in Germany—the

German war—had come to an end. It may be said that a statement by the Prime Minister of the day is not a declaration by the Government. I do not think, for

the purposes of this agreement, I ought to read “a declaration by the Government,” as meaning something which is a joint and several dementi of each and all

members of the Cabinet, or, perhaps more absurdly, a joint and several dementi by all those people, including under-secretaries and all the rest of them, who

may be said broadly speaking, to be in the Government. I think a declaration by the Prime Minister, not as an individual but as Prime Minister, on these lines

ought to be taken as a declaration by the Government. What follows upon it I do not know. Everybody regarded the war as at an end, and the state of

emergency, not being one which is defined by any Act of Parliament in particular, as having come to an end. The matter is by no means easy of decision: I

hope it will not be thought that I have decided it hastily, but it seems to me, having regard to what these parties were trying to do, and having regard to the

substitution of the term of 10 years for the duration in the statute of 1944, subject to the statutory conditions, that I ought to read this as a declaration of the

Government, as being satisfied by what the Prime Minister of the day said, and by the promulgation of the Order in Council in addition, which was after 11

June 1945. That is how the case strikes me, and that is my decision upon that part of it.

It is now necessary that I should go on to deal with what the plaintiff says in regard to this notional period of 10 years being brought to an end—the

statutory substituted term of 10 years. I must just refer once again to the terms of the statute: “if the war ends before the expiration of that term” the landlord,

subject to a right exercisable by the landlord or the tenant, can determine the tenancy by at least one month’s notice in writing given after the end of the war,

and that means in one case after 9 May or in the other case after 11 June. Has the plaintiff effectually done that?

I should now state some further facts. On 14 February 1945, the plaintiff’s solicitors wrote to the defendants’ solicitors a letter in which this passage

occurs:

‘In view of the state of affairs in Europe at the present time it seems not unreasonable to anticipate that in the near future the war in Europe will have

ended and our client has, therefore, asked us to write to say that he will expect possession of Marks Barn at the earliest time it is possible to obtain it

under the terms of the agreement. We write you so that the school will have ample notice to consider its position and to look out for fresh premises.’

That was acknowledged and nothing more happened.

On 17 May the plaintiff’s solicitors wrote again, a letter in which this passage occurs:

‘On Feb. 14 last, we wrote you giving you notice that on the termination of the war in Europe our client would expect possession of the above

property in accordance with the terms of the agreement. The Government made the declaration that the national emergency in Europe was over on the

8th inst., and our clients are now entitled to possession and arrangements should be made by you to give up possession immediately.’

On 22 May the defendants’ solicitors reply and they say:

‘We have not seen any such declaration but we have observed in the Press an announcement that the Prime Minister has called attention to the

proposed Order in Council in regard to the matter which so far as we are aware has not yet been issued.’

On 15 June the plaintiff’s solicitors write again and say:

‘The position has now been clarified by an Order in Council and it seems clear, and we have been so advised, that our clients are now entitled to

terminate the agreement with the school by giving one month’s notice. We have, therefore, sent a notice to quit to the school and we enclose a copy for

your use.’

􀂭 301􀀉

On the same day another letter was sent to the directors of Beaufront Ltd by the plaintiff’s solicitors, enclosing the notice to quit in question.

I will abstain for the moment from referring to the notice to quit, but the notice was acknowledged and the letter was acknowledged by the defendants’

solicitors in a further letter of 18 June 1945, in which the defendants’ solicitors say this:

‘We are in receipt of your letter of the 15th inst., enclosing copy of notice to quit. The registered office of the company is now Marks Barn,

Crewkerne and a notice addressed there will be regarded as due service. We can only repeat that our clients are doing everything that is humanly

possible to secure other premises.’

I ought to add that a member of the firm of the defendants’ solicitors is one of the directors on the defendants’ board, and it is quite plain that the notice in

question was brought to the attention at least of that director, and it is not suggested it was not brought to the attention of any of the other directors. Indeed,

the notice itself now comes out of the custody of the defendants’ solicitors, and the point that they take is that the notice is no notice at all; in other words, it is

a bad notice, and the reason they say it is a bad notice is because the addressees of the notice are the directors of Beaufront Ltd and not Beaufront, Ltd.

Indeed, counsel for the defendants says if it had been addressed to the secretary of Beaufront Ltd it would have been a bad notice, and the question which I

have to determine is: Is a notice in that form a good notice or a bad notice?

It is quite plain that notices of this sort are really documents of title; they are unilateral in one sense, and certainly not consensual documents. They have

the object of bringing to an end, if valid, an interest in the land, which is an estate in the land, a term in the land enjoyed by the tenant, and I think they have to

be looked at with strictness in order to see whether they are actually in compliance with the rule which is illustrated by the decision of the Court of Appeal in

Hankey v Clavering.

In the course of the judgment in that case Lord Greene MR, said this ([1942] 2 KB 326, at pp 329, 330; [1942] 2 All ER 311, at pp 313, 314):

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‘Notices of this kind are documents of a technical nature, technical because they are not consensual documents, but, if they are in proper form, they

have of their own force without any assent by the recipient the effect of bringing the demise to an end. They must on their face and on a fair and

reasonable construction do what the lease provides that they are to do.’

I do not think it makes any difference for this purpose that this provision is contained in the statute which creates what I call a substituted or statutory term.

The judgment continues:

‘It is perfectly true that in construing such a document, as in construing all documents, the court in a case of ambiguity will lean in favour of reading

the document in such a way as to give it validity, but I dissent entirely from the proposition that, where a document is clear and specific, but inaccurate

on some matter, such as that of date, it is possible to ignore the inaccuracy and substitute the correct date or other particular because it appears that the

error was inserted by a slip.’

I direct myself in accordance with that decision, and the question which I have to determine is primarily a question of construction. There is no doubt

that a notice to quit when given by a landlord should be given to the proper person, that is to the immediate tenant of the giver or his executor or assignee, and

not to a mere under-tenant: see Foa on Landlord and Tenant, 6th Edn, p 673. At p 765 the author goes on to say:

‘A notice to a corporation should be addressed to the corporation … An omission, however, to address a notice to quit is cured if notice is proved to

have been delivered to the proper person.’

and for that he cites Doe v Wrightman. He then goes on to deal with an error in the Christian name of the person and says:

‘A mistake in the Christian name of the person (a tenant) to whom it was given was held to be cured by his having kept the notice without objection,

there being no other tenant of the name on the property of which the premises demised form part.’

That is Doe v Spiller. That was a mere falsa demonstratio.

Before I can determine the point I think I must look a little more closely at the rest of the notice. After being addressed to the directors of Beaufront

􀂭 302􀀉 Ltd it goes on to say: “Registered office formerly at Beaufront, Camberley, Surrey, but now at Marks Barn Crewkerne, Somerset. As solicitors and

agents for“—the landlord—“we hereby give you one month’s notice to quit and deliver up possession of the furnished dwelling-house,” etc. Counsel for the

defendants says “you” means the directors, and he says when the document goes on to say “together with the ground thereto belonging and which you

occupy,” that is again a reference to the directors. But the document does not stop there; it says “which you occupy and enjoy under the terms of an agreement

dated 3 September 1939.” Now there is no other objection to this notice to quit at all. It is precise in form. The length of time is right. The agreement was 3

September 1939, and the only dubiety in the matter at all arises from the use of the word “you” when the document starts by being addressed to the directors.

Now a limited company must, of course, act through agents. If it had been addressed to Beaufront Ltd the document would still have had to be delivered to an

agent or else sent through the post to the registered office of the company, and there have been dealt with by an agent. I think that is within the language used

by Lord Greene MR, in Hankey v Clavering—that in a case of ambiguity the court will favour the reading of the document in such a way as to give it

validity—I ought to construe this as being validly a notice to terminate the tenancy of the limited company under the agreement of 3 September 1939, as

altered by sect 1 of the statute of 1944. It was obviously so treated by the defendants’ solicitors. The correspondence which I have here shows quite plainly

they knew all about it. They knew it was coming. They had been warned about the declaration by the Prime Minister of 8 May; they had been warned of the

Order in Council, and it seems to me that any solicitor looking at this document would see that while, perhaps unfortunately for the plaintiff, it is addressed to

the directors, it is only addressed to them, not in their capacity as tenants, not as parties to the agreement of 3 September but as being the persons acting on

behalf of the limited company.

It seems to me that the fair construction of this document is that it is a notice to the limited company. The plaintiff in this case is entitled to succeed and

is entitled to the order for possession for which he asks.

There will be judgment for the plaintiff with costs.

Judgment for the plaintiff with costs.

Solicitors: Woodcock, Ryland & Co agents for Louch, Willmott & Clarke, Langport (for the plaintiff); Reid Sharman & Co agents for Thomas Dodds & Son,

Newcastle-upon-Tyne (for the defendants).

R Boswell Esq Barrister.

[1946] 1 All ER 303