Hexstone Holdings v AHC Westlink Limited [2010] EWHC 1280 (Ch)

AHC was Hexstone’s tenant. The lease contained a break option giving AHC the option to determine the lease on 31 October 2009 by serving six months’ notice in writing. In August 2008 AHC sent a circular to all of its suppliers (including Hexstone) announcing that it had merged with the Eddie Stobart group and would, from 1 July 2008, be known as Eddie Stobart Ltd. The change of name did not in fact occur and the tenant remained known as AHC Westlink. By a letter dated 23 April 2009, AHC purported to serve notice to determine the lease. That notice was on the headed paper of Eddie Stobart Limited (AHC’s parent company) and signed “for and on behalf of Eddie Stobart Limited”. Hexstone challenged the notice on the basis that it had not been given by or on behalf of the tenant.  

The court held that the break notice was invalid and the lease therefore continued. The requirement for the notice to be given by the tenant (ie. AHC) was a strict one and this had not happened. The notice had been given by Eddie Stobart Limited and, on the evidence, this was in fact what the draftsman of the notice had intended (on the basis that the operations at the premises were controlled by Eddie Stobart Limited). There was no evidence that Eddie Stobart Limited had served the notice as agent for AHC and the court was not prepared to infer this.