UK: Guidance On The Landlord And Tenant Act 1954: Dukeminster Limited v. West End Investments (Cowell Group) Limited

Last Updated: 8 February 2019
Article by Gemma Hunter-Barnes and Bryan Johnston

2018 was an interesting year for cases involving the Landlord and Tenant Act 1954.

The recent decision of the County Court in Dukeminster Limited v. West End Investments (Cowell Group) Limited is one that has caught the attention of many property litigators, landlords and tenants. The court provided further guidance on the interpretation of the Landlord and Tenant Act 1954 (1954 Act) and, in particular, it revisited the Mannai principle. The Mannai principle is one which litigators seek to rely on time after time following the service of notices. The Dukeminster case therefore provided welcome commentary on the principle.


In Dukeminster, the landlord of the property served a section 25 notice on Dukeminster Limited, whereas in fact it was Dukeminster (UG) Limited that was the tenant.

The tenant later tactically argued that the notice was defective on the grounds that it was addressed to the wrong tenant and served its own notice outlining terms for the new tenancy. The intention of the tenant was to defeat a claim for interim rent for the period between the landlord's "defective" section 25 notice and the tenant's section 26 request.

Shortly after service of its section 26 request, the tenant issued protective court proceedings in the event the landlord's notice was deemed by the court to be a valid notice.

Mannai revisited

The court followed the principles laid down by the House of Lords in Mannai,1 which outlined that the construction of notices must be approached objectively and that the issue is how a reasonable recipient would have understood the notices taking into account the relevant objective contextual scene. Here it was relevant that the directors of Dukeminster Limited were also the directors of Dukeminster (UG) Limited and so were well positioned to know the identity of the correct tenant.

In applying Mannai, the court concluded that the omission of "(UG)" was a careless mistake rather than a deliberate attempt to coerce the tenant out of occupation of the property at minimal cost to the landlord and that a reasonable recipient would have had no reasonable doubt as to how the section 25 notice was to operate and in respect of which company.

Consequently, the court held that the landlord's section 25 notice was valid.

Terms of the lease renewal

Once the court had determined that the landlord's section 25 notice was valid, it was then asked to consider the terms of the new lease.

The landlord wanted a 12-year term without a break, subject to upwards-only rent reviews.

The tenant wanted a five-year term and, in the event the court ordered a term of 10 years or more, it sought a five-year upwards and downwards rent review and a break clause.

The court had difficulties adopting the tenant's preference as to term because it had little evidence about what its intentions or business interests were. The court was therefore swayed by the landlord's evidence and considered 10 years to be the market norm.

The existing lease had no rent review clause, however it was clearly appropriate to include such a clause in the renewal lease. While the court acknowledged that most commercially negotiated rent review provisions were upwards only, section 34 of the 1954 Act did not give primacy to market forces in determining what type of rent review clauses should be adopted. Instead inherent fairness dictated that the new lease should contain an upwards or downwards rent review at year 5 to account for changes in either direction.

The tenant argued that a break clause was required to protect it from any future breach of quiet enjoyment caused by the well-publicised proposed redevelopment of the former United States Embassy, which was located adjacent to the building and which the tenant feared would render its use of the premises unbearable. This was described by the court as "fanciful" – alternative mechanisms, such as the Party Wall Act 1996, would seek to protect the tenant during any proposed redevelopment works. A break clause in this case was considered inappropriate.

The parties approached the calculation of the rent using different theories. The tenant's valuer approached rent by concluding the property as it stood was unlettable and therefore the only way to make the property lettable was to offer a drastic reduction in rent. The judge rejected the tenant's "distinctive approach" to valuation. Unusually it entirely favoured the landlord's evidence, which was primarily based on the "usual" approach of comparables. Surprisingly, the court agreed with the landlord's figures without any discount to take account of any of the tenant's arguments.

In summary the court ordered a 10-year term with an upwards and downwards rent review after year 5 and with no break clause. The rent was to be set at a level in line with the landlord's valuer's figures. What is so surprising about this decision is that it went so far against the terms the tenant sought.


It must be remembered that this is a county court decision only and it is therefore not binding authority for other cases. However, fewer 1954 Act cases are litigated to trial and therefore this fresh reminder as to how the court is likely to approach lease renewals and the frequently visited Mannai principle is welcomed.

However, litigating lease renewals to trial should be discouraged and the parties should be encouraged to take a pragmatic and commercial approach to lease renewal terms. It is critical to ensure that notices are drafted with absolute care to avoid any slip-ups and the need to rely on Mannai to save a defective notice, which can turn into a very costly exercise.


1 Mannai Investment Co. Limited v. Eagle Star Life Assurance Co. Limited [1997] AC 749

Dentons is the world's first polycentric global law firm. A top 20 firm on the Acritas 2015 Global Elite Brand Index, the Firm is committed to challenging the status quo in delivering consistent and uncompromising quality and value in new and inventive ways. Driven to provide clients a competitive edge, and connected to the communities where its clients want to do business, Dentons knows that understanding local cultures is crucial to successfully completing a deal, resolving a dispute or solving a business challenge. Now the world's largest law firm, Dentons' global team builds agile, tailored solutions to meet the local, national and global needs of private and public clients of any size in more than 125 locations serving 50-plus countries.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Events from this Firm
27 Mar 2019, Business Breakfast, London, UK

Recently though, regulation has retreated. When regulation retreats beyond the tolerance of civil society, we see the law being used in different ways to hold businesses to account for their impacts. This risk is more opaque.

Similar Articles
Relevancy Powered by MondaqAI
Wright Hassall LLP
In association with
Related Topics
Similar Articles
Relevancy Powered by MondaqAI
Wright Hassall LLP
Related Articles
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Mondaq Sign Up
Gain free access to lawyers expertise from more than 250 countries.
Email Address
Company Name
Confirm Password
Mondaq Newsalert
Select Topics
Select Regions
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions