The general legal position

It is well known that contractual notices, e.g., break notices should strictly comply with any requirements for service and form set out in the relevant lease. This rule is harsh and leaves both landlords and tenants exposed to inadvertently serving defective notices due to the smallest of administrative and typographic errors. As a result, the Mannai principle was developed by the House of Lords (‘HoL’).

What is the Mannai Principle?

The Mannai principle arose from a case heard by the HoL; Mannai Investment Co Ltd v Eagle Star Life Assurance Co Ltd [1997] UKHL 19 (‘Mannai’).

Mannai concerned a break clause which contained a small typographical error regarding the stated termination date. The notice stated that the termination date was 12 January 1995 when in fact it should have stated 13 January 1995. The HoL ruled that despite this error, the notice was effective. This was on the basis that despite the small error, the notice had otherwise been served properly, was clear and would not have confused the reasonable recipient. In other words, it was still clear that the tenant was attempting to break on the third anniversary of the term.

The Mannai principle confirms that minor errors in contractual notices will not necessarily render that notice defective. The notice will be deemed as valid if the reasonable recipient would not be confused by the error. The principle is an objective one, and the sender’s subjective intention is note relevant as confirmed in Renne v Westbury Homes (Holdings) Ltd [2007] EWCA Civ 1401).

Does the Mannai principle apply to statutory notices too?

Whilst the Mannai case itself applied to a contractual break notice, case law (York v Casey [1998] 2 EGLR 25) has confirmed that the principle also applies to statutory notices, e.g., lease renewal/termination notices.

When will the Mannai principle not save a defective notice?

Whilst the Mannai principle has saved, and continues to save, notices containing small typographical errors, it should not be relied on as a cure-all and major errors in notices will still be fatal to validity.

The Mannai principle will not save defective notices when the defect is one set out below:

• When the requirements of when and where a notice is to be served are not adhered to
• When a notice has been served by or on the wrong person or entity (Lemmerbell Ltd and Anor v Britannia LAS Direct Ltd [1998] EWCA Civ 1506).
• When a statutory notice contains missing or incorrect information (as seen in Clickex Ltd v McCann (2000) 32 HLR 324))
• When a statutory notice is not in the prescribed form (Sabella v Montgomery [1998] 1EGLR 65 CA)

Conclusion: Don’t get complacent – Mannai is not a cure-all

Whilst the Mannai principle assists those serving contractual and statutory notices containing minor typographic defects and has no doubt lessened litigation before the courts surrounding arguments concerning the validity of many notices, it is not a cure-all. Whether the Mannai principle will save a defective notice will turn on the facts of that particular case.

Those serving notices should therefore still take extra care to comply with requirements as to service and form. As Lord Hoffman made clear in his judgment in Mannai, "if the clause had said that the notice had to be on blue paper, it would have been no good serving a notice on pink paper, however clear it might have been that the tenant wanted to terminate the lease".

Good practice

From a practical point of view, if the sender of a notice becomes aware of a defect, then it is good practice to serve a second notice without prejudice to the position that the first notice was nevertheless valid – the sender should not be content to simply rely on the Mannai principle. On the other hand, if a notice is received which contains an error and the recipient intends to serve a counternotice of any nature in response, then that counternotice should still be served without prejudice to the position that the notice received is invalid and has not effect.

Key contact: Jessica Dickinson | Tel: 01482 324252