The proposed landlord had sealed the lease, but the tenant was to seal and deliver his part by a certain date. The respondent purported to complete the lease later.
Held: Under the 1985 Act completion would require writing, intention and delivery. Sealing was insufficient. Section 74 of the 1925 Act did not refer to delivery. Here the authority had not intended to be bound immediately upon sealing. That intention was central. Sealing remained subjecvt to the satisfaction of the condition, and within the time set. The authority was not bound.
Judges:
Lord Justice Peter Gibson Lord Justice Waller Lord Justice Carnwath
Citations:
[2003] EWCA Civ 1634, Times 13-Nov-2003, Gazette 13-Nov-2003, [2004] 4 All ER 238
Links:
Statutes:
Companies Act 1989 130(2), Companies Act 1985 36A, Law of Property Act 1925 74
Jurisdiction:
England and Wales
Citing:
Not followed – Beesly v Hallwood Estates Ltd 1960
A lease contained an option to renew. Both the lease and the reversion were assigned for value. The assignee of the lease exercised the option and a new lease and counterpart were engrossed. The tenant executed the counterpart. The assignee of the . .
Cited – Windsor Refrigerator Co Ltd v Branch Nominees 1961
‘A deed, whether executed by a corporation or by an individual, does not necessarily bind the grantor as soon as it is sealed. It only becomes binding when it has been ‘delivered’ by the grantor as his deed, i.e., when the grantor has indicated by . .
Cited – Mayor, Constables and Company of the Merchants of the Staple v Bank of England 1883
The sealing of a deed prima facie imported not only due execution but also delivery. ‘The affixing the seal is not enough; there must be delivery of the deed also . . . Prima facie, putting the seal imports delivery; yet, if it be intended . .
Cited – Longman v Viscount Chelsea CA 1989
(Obiter) The section did not dispense with the need for delivery of a deed executed by a corporation. . .
Cited – D’Silva v Lister House Development Ltd 1970
Even an unlawful sub-tenancy can have protection under Part II of the 1954 Act. The court described as fallacious the submission that section 74(1) does not extend to or answer the question whether the document has ever been delivered, saying: ‘The . .
Cited – Cope v Thames Haven Dock and Railway Co 1849
‘The subsection [on the execution of deeds by corporations] removes the necessity for enquiry as to the formalities required under the memorandum, articles, charter, etc., of the corporation; independently of this section the deed would be void . .
Cited – Xenos v Wickham HL 1866
Delivery of document in Escrow
Blackburn J said that a deed is delivered ‘as soon as there are acts or words sufficient to [show] that it is intended by the party to be executed as his deed presently binding on him.’
Lord Cranworth said: ‘The maker (of a deed) may so . .
Cited – Powell v London and Provincial Bank 1893
The requirement that it was necessary for an agent of a company delivering a deed to have been appointed under seal was surmountable by corporations giving officers authority by deed. . .
Cited – Vincent v Premo Enterprises (Voucher Sales) Ltd CA 1969
A lease and counterpart were engrossed and the counterpart was sealed by the defendant tenant company. The company raised with its solicitors the question as to the date from which rent was to run. Before the point was settled, the tenant sought to . .
Lists of cited by and citing cases may be incomplete.
Landlord and Tenant
Updated: 08 June 2022; Ref: scu.188112