Seafood Shack who? Identify your tenant

Do you know who your tenant is? It might seem obvious, but getting their name right is crucial, as a recent case illustrates.

A lease of a premises was granted to Seafood Shack UK Ltd (S1), but this company did not exist at Companies House. The actual company in occupation was Seafood Shack (Cardiff) Ltd (S2).

S2 went into liquidation. Any rights of occupation S2 had potentially acquired in the premises were disclaimed by the liquidator, and the landlord took back possession of the premises.

Seafood Shack Ltd (S3) subsequently claimed that (a) S3 was in fact the intended tenant of the lease and that the name of the tenant in the lease (S1) was a mistake which should be corrected or rectified; (b) S3 was entitled to possession of the premises; and (c) the landlord had unlawfully taken possession of the premises.

Decision

S3’s claim failed. It was held that, on the facts, a reasonable person would not have understood that it was the intended tenant of the lease. S3 could not simply be substituted for S1 in the lease – it was material that the landlord was not aware that S2 or S3 existed at the time the lease was entered into. There was no common intention that S3 was the intended tenant, so the lease could not be rectified either.

S3 was held to have no interest in the premises whatsoever, meaning the landlord’s actions were not unlawful.

The only potential company with occupational rights was S2, but these fell away with the disclaimer.

Points to remember

• Always verify the identity of the parties to a document. A good place to start is Companies House.
• Failing to correctly identify a tenant can lead to complications, including an unintended tenant acquiring rights of occupation.
• If a problem does arise, remember that each case is fact-specific and seek professional advice.

If you have any issues or queries concerning landlord and tenant matters, please contact Kate Hallifax on 01242 246 482 or at [email protected].