HL Bolton (Engineering) Co Ltd -v- TJ Graham & Sons Ltd; CA 1957

The landlord asserted that a tenancy should not be renewed and claimed to have held the freehold for more than 5 years.
Held: The Landlord had only become the reversioner to the lease after accepting a surrender of the head lease. The Act referred to the landlord having purchased his interest. That had not happened, and he was entitled to rely upon ground 30(1)(g).
The court considered the nature of a company. Lord Denning LJ said: ‘A company may in many ways be likened to a human body. It has a brain and nerve centre which controls what it does. It also has hands which hold the tools and act in accordance with directions from the centre. Some of the people in the company are mere servants and agents who are nothing more than hands to do the work and cannot be said to represent the mind or will. Others are directors and managers who represent the directing mind and will of the company, and control what it does. The state of mind of these managers is the state of mind of the company and is treated by the law as such. So you will find that in cases where the law requires personal fault as a condition of liability in tort, the fault of the manager will be the personal fault of the company. That is made clear in Lord Haldane’s speech in Lennard’s Carrying Co. Ltd v Asiatic Petroleum Co. Ltd. So also in the criminal law, in cases where the law requires a guilty mind as a condition of a criminal offence, the guilty mind of the directors or the managers will render the company itself guilty. That is shown by Rex v I.C.R. Haulage Ltd., to which we referred and in which the court said:
‘Whether in any particular case there is evidence to go to a jury that the criminal act of an agent, including his state of mind, intention, knowledge or belief is the act of the company . . must depend on the nature of the charge, the relative position of the officer or agent, and the other relevant facts and circumstances of the case.’
So here, the intention of the company can be derived from the intention of its officers and agents. Whether their intention is the company’s intention depends on the nature of the matter under consideration, the relative position of the officer or agent and the other relevant facts and circumstances of the case.’

Court: CA
Date: 01-Jan-1957
Judges: Denning LJ
Statutes: Landlord and Tenant Act 1954
References: [1957] 1 QB 159, [1956] 3 All ER 624
Cases Cited:
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