Vanquish Properties (UK) Ltd Partnership v Brook Street (UK) Ltd [2016] EWHC 1508 (Ch)

Vanquish, a developer, was a Limited Partnership under the Limited Partnerships Act 1907 with one General Partner, liable for all obligations of the business, and four Limited Partners.

It was granted an overriding lease by the City Corporation in the name of the Limited Partnership, “acting by” its General Partner. There was no mention of the four Limited Partners.

Vanquish’s solicitors then served a break notice and a s.25 notice upon the sitting tenant, Brook Street, on the ground that it wanted possession for redevelopment purposes. The notices were in the name of the Limited Partnership alone.

The court found that the overriding lease was granted only to the General Partner, as partnerships do not have a separate legal entity and cannot hold land in their own name. The four Limited Partners were not mentioned on the overriding lease and the correct legal owner was the General Partner and not the Limited Partnership. Therefore, the General Partner alone was Brook Street’s landlord and the notices should fail as they were not served by the correct entity.

Vanquish argued that the notices should be saved by the Mannai case’s “reasonable recipient” principle, but the cfourt thought that there was no legitimate reason why Brook Street would know the notices should have come from the General Partner and the notices failed a strict requirement that they should have been served by the competent landlord.

Key points

  • Be cautious when serving notice on behalf of partnerships as they are not legal entities in their own right and cannot hold land in their own name. If in doubt, serve several notices without prejudice to the others.
  • If there are more than four partners, then the first four named partners will hold the property on trust for all of them.
  • Mannai cannot save notices where there is an error in a fundamental condition of service.