Signing and Serving Notices Under Section 25 of the Landlord and Tenant Act 1954: An Overview for Landlords

30 Apr

Introduction


Commercial landlords can terminate business tenancies to which the Landlord and Tenant Act 1954 applies by serving a valid notice under section 25 LTA1954. Section 25(1) states that such notices must be given in the prescribed form. The prescribed form requires that – amongst other things – the landlord must be named on the notice and the notice must be signed. What follows is far from a complete guide to completing a section 25 notice. It is, however, an overview of some of some initial and potential points of confusion: must the landlord sign the section 25 notice personally, and if not, who can sign the notice on the landlord’s behalf? Who should be named as the landlord on the notice if the landlord is in fact a group of people? And what, if anything, is the effect of the landlord being incorrectly named on the notice?


Must the Notice be Served by the Landlord?


It is vital that the section 25 notice is served by the landlord, as defined by section 44(1) LTA1954. A notice served by a person who does not meet that definition will be invalid. That does not mean that the landlord need not serve the section 25 notice personally: the notice may be served by an agent of the landlord, provided the agent acts with the landlord’s authority. However, it is important to ensure that the person proposing to serve the notice – whether personally or through an agent – satisfies section 44(1) LTA1954.


Who is the Landlord?


The landlord for the purposes of section 25 might not be the tenant’s immediate landlord; that is to say, it might not be the person to whom the tenant pays rent. Rather, the landlord for the purposes of section 25 is the person who meets the definition provided by section 44(1) LTA1954. The express wording of section 44(1) is far from intuitive, but thankfully helpful guidance is provided by paragraph 3-89 of Kirk Reynolds QC & Wayne Clark (2017), Renewal of Business Tenancies (Fifth Edition): Thompson Reuters (Sweet and Maxwell), London. The landlord is the person who owns an interest in the property that comprises the tenancy where that interest is both (a) the reversionary interest expectant on the termination of the tenancy (such that the interest in the property reverts to the landlord upon termination of the tenancy), and (b) the landlord’s interest is either:
(i) the fee simple;
(ii) the residue of a term of years with more than 14 months left unexpired;
(iii) the residue of a term of years with less than 14 months left unexpired, provided that the tenancy is one to which the LTA 1954 applies, a section 25 notice has been served and the tenant has not requested a new tenancy under section 26 LTA 1954;
(iv) a periodic tenancy (whether protected by the LTA1954 or not) provided that no common law notice to quit, no section 25 notice and no section 26 request for a new tenancy has been served; or
(v) a tenancy continuing under section 24 LTA1954 in respect of which no section 25 notice and no section 26 request for a new tenancy has been served.

 

Must the Landlord Sign the Notice?


As with service, it is not necessary that the landlord personally signs the section 25 notice. The notice may be signed by the landlord in person or his duly authorised agent. A solicitor acting on due authority of the landlord may thus sign the section 25 notice on the landlord’s behalf.


Joint Landlords


Where the landlord comprises more than one person – that is, where a group of people jointly meets the definition set out in section 44(1) LTA1954 – all such persons must serve the section 25 notice together: Pearson v Aylo [1990] 1 E.G.L.R. 114 CA. Accordingly, if there is a group of persons that together meet the section 44(1) definition, then they must all be named on the section 25 notice and must all sign it, unless, of course, it is signed by an agent acting on their joint authority.


What if the Landlord is Incorrectly Named on the Section 25 Notice?


The landlord must be named on the section 25 notice. Care should always be taken to ensure that the landlord is named correctly, but if the landlord is incorrectly named on the notice, that does not necessarily render the notice invalid. The question whether a mistake on a section 25 notice renders it invalid is determined objectively, in line with the test provided by the House of Lords in Mannai Investment Co Ltd v Eagle Star Life Assurance Co Ltd [1997] UKHL 19; [1997] AC 749; [1997] 3 All ER 352. Full discussion of Mannai is beyond the scope of this piece, but the broad principle is that an error on a section 25 notice will not render it invalid, provided that the error would not mislead the reasonable recipient, a hypothetical reasonable person.
Accordingly, the mere fact that the landlord is incorrectly named on the section 25 notice will not automatically render it invalid, and nor will it automatically be rendered invalid if that error misleads the actual recipient. In either case, if the error is so small as not to mislead the reasonable recipient, the section 25 notice will not be invalid. That said, the bigger the error, the more likely it is that the reasonable recipient would be misled: whereas misspelling or erroneously abbreviating the landlord’s name, for example, might fall at one end of the scale, naming entirely the wrong person as the landlord would likely fall at the other. Whilst Mannai offers some protection against minor and trivial errors, care should always be taken.


Conclusion


Template section 25 notices are provided in the prescribed from by Form 1 (for landlords who do not oppose the grant of a new tenancy) and Form 2 (for landlords who oppose the grant of a new tenancy) in Schedule 2 to The Landlord and Tenant Act 1954, Part 2 (Notices) Regulations 2004. These templates are designed to make it as easy as possible for landlords to complete them without assistance. That said, in the event of confusion, it is always prudent to seek professional advice.

 

Article by Dr Thomas Richardson – Nothing in this article is intended to be legal advice. Readers may contact clerks@stourchambers.co.uk should they wish formal legal advice on their particular circumstances.

This set comes recommended for its members' expertise in children and matrimonial finance matters. The children cases range across both public and private law work, and include those concerning non-accidental injury, sexual abuse and fabricated illness. On the financial side, the set's barristers demonstrate the ability to act in substantial financial remedies cases as well as Schedule 1 and TOLATA matters.

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Specialising in matrimonial finance and children matters. Members appear in the regional courts as well as the High Court and the Court of Appeal. They often act in financial remedy proceedings relating to farms, companies, properties and other assets. In addition they are adept at dealing with serious child care allegations including physical abuse and death.

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