Havant International Holdings Ltd. v Lionsgate (H) Investment Ltd. [2000]

Two leases of adjoining commercial premises were granted in 1986, to cover a term from 1985 until 2009. The leases were assigned to the successor of the tenant (HIH) in 1996, and HIH was given the personal right to surrender the lease in 1999 or 2004 if they gave at least 12 months notice in writing.
At all material times after the assignment the premises were occupied by employees of subsidiaries of HIH. HIH did not have employees but had two directors, and in 1998 the directors resolved to exercise HIH’s personal right to surrender the leases. That decision was implemented by one of the employees of a subsidiary company, who instructed solicitors.
Two notices were then served on the landlord (who was also not the original landlord but an assignee) expressing HIH’s wish to surrender the lease in 1999. The notices were signed by a director of the subsidiary company, not of HIH.
The landlord argued that, due to this, the notices were invalid. The tenant sought a declaration that the notices should be construed as having been given by HIH.

HELD: The court used the test used previously in Mannai Investment Co Ltd v Eagle Star [1995]. It was not important how the landlord construed the notices, what was significant was how a reasonable recipient of the notices would have understood the notices.
The court upheld the validity of the break notices, despite them being in the wrong name and signed by the director of subsidiary company. It was said that:
-    Notices exercising break clauses will be valid, even if they contain errors, if they are sufficiently clear and unambiguous to leave a reasonable recipient in no reasonable doubt as how and when they operate. The test is objective.
-    Evidence of what the landlord knew is inadmissible, but information that is publicly available is admissible.
-    But, a notice can be so unambiguously wrong that it cannot be saved by any construction.

Citation: Havant International Holdings v Lionsgate (H) Investment [2000] l&TR 297