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England and Wales Court of Appeal (Civil Division) Decisions
You are here: BAILII >> Databases >> England and Wales Court of Appeal (Civil Division) Decisions >> Sun Life Assurance Plc v Thales Tracs Ltd & Anor  EWCA Civ 704 (10 May 2001)
Cite as:  2 EGLR 57,  1 WLR 1562,  1 P & CR 12,  WLR 1562,  20 EGCS 230,  34 EG 100,  1 All ER 64, (2001) 82 P & CR DG16,  L & TR 39,  EWCA Civ 704
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COURT OF APPEAL (CIVIL DIVISION)
ON APPEAL FROM THE HIGH COURT OF JUSTICE
TECHNOLOGY AND CONSTRUCTION COURT
(Mr Recorder Black QC)
B e f o r e :
LADY JUSTICE HALE and
LORD JUSTICE DYSON
|SUN LIFE ASSURANCE PLC||Claimant/Respondent|
|(1) THALES TRACS LIMITED|
|(2) THALES PROPERTIES LIMITED|
Smith Bernal Reporting Limited
190 Fleet Street London EC4A 2AG
Tel: 020 7421 4040 Fax: 020 7831 8838
(Official Shorthand Writers to the Court)
Miss H Williamson QC and Mr M Wonnacott (instructed by Messrs DLA, London EC2) appeared on behalf of the Respondent Claimant.
Crown Copyright ©
The Statutory Provisions
"(1) A tenancy to which this Part of this Act applies shall not come to an end unless terminated in accordance with the provisions of this Part of this Act; and, subject to the provisions of section twenty-nine of this Act, the tenant under such a tenancy may apply to the court for a new tenancy -
(a)if the landlord has given notice under [section 25 of this Act] to terminate the tenancy, or
(b)if the tenant has made a request for a new tenancy in accordance with section twenty-six of this Act."
"(3) A tenant's request for a new tenancy shall not have effect unless it is made by notice in the prescribed form given to the landlord and sets out the tenant's proposals as to the property to be comprised in the new tenancy (being either the whole or part of the property comprised in the current tenancy), as to the rent to be payable under the new tenancy and as to the other terms of the new tenancy. ...
(5) Where the tenant makes a request for a new tenancy in accordance with the foregoing provisions of this section, the current tenancy shall, subject to the provisions of subsection (2) of section thirty-six of this Act and the provisions of Part IV of this Act as to the interim continuation of tenancies, terminate immediately before the date specified in the request for the beginning of the new tenancy.
(6) Within two months of the making of a tenant's request for a new tenancy the landlord may give notice to the tenant that he will oppose an application to the court for the grant of a new tenancy, and any such notice shall state on which of the grounds mentioned in section thirty of this Act the landlord will oppose the application."
"(f) that on the termination of the current tenancy the landlord intends to demolish or reconstruct the premises comprised in the holding or a substantial part of those premises or to carry out substantial work of construction on the holding or part thereof and that he could not reasonably do so without obtaining possession of the holding."
The Judge's Reasoning
"108. ... It seems inherently unlikely to me that the legislative intention of an Act, said to enable tenants occupying property for business, professional or certain other purposes to obtain new tenancies, was to allow compensation to outgoing tenants by misrepresenting their intentions concerning their desire for a new tenancy. This would be a licence to any outgoing tenant to obtain compensation merely on the service of a notice where he knows that the landlord wishes, for example, to redevelop or occupy the premises himself. I accept Mr Wonnacott's argument that the scheme of the 1954 Act is closely analogous to that of the Leasehold Reform Act 1993 and that the Court of Appeal's reasoning in the Cadogan case ought to apply equally to the present. It seems to me that the 1954 Act is designed to let each party know where he stands, to enable constructive discussion or application to the Court in default. I would therefore construe the reference to `proposals' in section 26(3) to mean `genuine proposals'.
The reference to Cadogan was to Cadogan v Morris  1 EGLR 59, to which I shall come later in this judgment.
In response to the submission by Mr Sheehan on behalf of Thales that there were commercial difficulties in Sun Life's construction, the judge said at paragraph 110 that he thought that it would be a rare case in which a landlord could say that the tenant did not have a genuine intention when serving his request. He added:
"110. ... It seems to me that it would not be enough to establish a misrepresentation as to intention to show that a tenant was keeping his options open. It would only be in comparatively rare cases, such as the present, where a landlord can show that the tenant has in fact taken steps to find alternative premises or where there is other proof that the tenant has taken a final decision not to renew before serving the notice, that the landlord would be able to succeed. That is perhaps why the experienced Counsel in this case can find no direct authority on the issue, notwithstanding that the Act has been on the statute books for 45 years."
"I do not think that that evidence was admissible. This case falls, to my mind, within the general principle that parol evidence cannot be admitted to add to, vary, or contract the terms of a written document. Once a tenant, whatever his inmost state of mind, has to all outward appearances made a valid request in the prescribed form setting out his proposals, he cannot thereafter rely on his own mistake to say that it was a nullity or invalid, no matter how important the mistake was. The validity of the request must be judged by the true interpretation of it without regard to what happened behind the scenes. It is a formal document with specific legal consequences and must be treated as such. If the proposals had ripened into a contract, the mistake might in some circumstances be a ground for setting the contract aside in equity, but it would not render the contract a nullity from the beginning, nor does it render the request invalid."
"But the point has to be determined by the court by reference to the document itself, looked at having regard to the provisions of the Act. When a request is made, it is the document, in the form in which it was received by the recipient, that has to be looked at."
"I think, therefore, that the request was a good request. It was a request for a new tenancy made in accordance with the provisions of section 26."
"What a man has written he has written, and if what he has written be a request for a term of seven years, it does not become less his request because he did it by mistake."
"I cannot, however, accept the wider submission that the legislature contemplated that the tenant should never get compensation if his motives for failing to press his possible rights to a new tenancy were merely that he did not want a new tenancy. Section 37(1), as amended, says nothing whatever about the motives which may prompt a tenant either to omit to apply for a new tenancy or to withdraw his application after it has been made. The motives prompting a tenant to take either of these courses, after he has received a landlord's notice under section 25 or section 26(6), relying on one or more of the grounds specified in paragraphs (e), (f) or (g) of section 30, may be many and mixed. I cannot impute an intention to the legislature to withhold compensation from a tenant who complies with all the other conditions of section 37(1) merely because his motives for omitting to apply to the court, or for withdrawing an application when made, may be of a particular nature. The rights to compensation given by the subsection, in circumstances such as those of the plaintiffs in the present case, to a party who withdraws his application and then vacates the premises, are in terms absolute, not qualified by reference to any considerations of motive."
"... I do not consider it is necessary to read any words into section 42(3)(c). The tenant is required to specify the premium that he proposes to pay. He did not do so: he deliberately specified a figure that he did not propose to pay. I do not think the tenant is required to offer his final figure that he may be prepared to go to, but he should, in my view, offer a realistic figure."