Willis v Association of Universities of the British Commonwealth
| Jurisdiction | England & Wales |
| Judge | LORD JUSTICE PEARSON |
| Judgment Date | 26 February 1964 |
| Judgment citation (vLex) | [1964] EWCA Civ J0226-3 |
| Court | Court of Appeal |
| Date | 26 February 1964 |
[1964] EWCA Civ J0226-3
In The Supreme Court of Judicature
Court of Appeal
From Judge Sir Alun Pugh Bloomebury County Court.
The Master of the Rolls (Lord Denning)
Lord Justice Pearson and
Lord Justice Salmon.
Mr ARTHUR BAGNALL, Q. C., and Mr LAN McCULLOCH (instructed by Messrs Field Roscoe & Co.) appeared on behalf of the Appellants (Respondents).
Mr A. LEOLIN PRICE (instructed by Messrs Braund & Hill) appeared on behalf of the Respondents (Applicants.)
THE MASTER OF THE ROLLS; We are here concerned with an application for a new lease under the Landlord and Tenant Act, 1954. The applicants are chartered surveyors. They are the tenants of the top floor of No. 29, Tavistock Square, St. Pancras. They occupy that floor for the purposes of their profession.
The respondents are the landlords. Though called an association, they are really a limited company. Their memorandum includes these objects: "(5) To establish and maintain a oentral office in London which shall serve, amongst other things, as asecretariat for the Committee of Vice-Chancellors and Principals of the Universities of the United Kingdom and for any other Committee which the Universities may from time to time appoint". "(13) To do all such other things as may be thought calculated to promote the interests and well being of the Universities of the British Commonwealth or any of them".
The respondents maintain a central office in London at No. 36, Gordon Square. Thoy also own the leasehold of No. 29, Tavistock Square. They let the top floor of No. 29, Tavistock Square to the applicants. They determined the tenancy by a notice to quit to expire on the 24th June 1963. In their notice they said that they would oppose any new tenancy on the ground "that the premises are required by the landlords for the purposes of the activities carried on by the landlords" as provided by section 30, subsection (1) (g) of the Act.
In order to avail themselves of section 30 (1) (g) the landlords must establish that "on the termination of the current tenancy the landlord intends to occupy the holding for the purposes, or partly for the purposes, of a business to be carried on by him therein, or as his residence". Section 23, subsection (2), says "the expression 'business' includes a trade, profession or employment and includes any activity carried on by a body of persons, whether corporate or unincorporated".
The first point in the case is this. The landlords say that they want the top floor for their own occupation. The tenants say that that is wrong. The landlords want it, say the tenants, not for themselves, but for a different body altogether, the Universities Central Council for Admissions.
The Universities Central Council for Admissions had its origin in 1961. At that time the universities of the United Kingdom were faced with a pressing problem. Great numbers of students were seeking admission to the Universities. 70,000 applied in October 1953, 134,000 in October 1959, 151,000 in October 1960 and 190,000 in Ootober 1961. In those days a student might apply to six or seven universities. Each of the universities would consider hisapplication. Several sight be willing to take him, or none. There "was tremendous over-lapping and waste of effort. In consequence the Committee of Vice-Chancellors decided that a central organisation should be set up to deal with all applications. Evers student was to apply to a central office In London for admission to a university, and a system was to be evolved for allotting him a place. In order to work out the scheme, the Committee of Vice-Chancellors appointed a Council with Kr J. S. Pulton as Its chairman, and some seventy representatives from all the universities:f the United Kingdom. This is the Universities Central Council for Admissions. In Kay 1962 this Council issued a scheme which has since been put Into operation. A staff, of forty has been installed In the lower floors of lla.29, Tavistock Square. They have been equipped with computers and mechanical devices. They receive all the applications from students and sort them out. Eventually they allocate students to universities. The work has increased so much that they urgently need the top floor.
Those who run the Council do not enter Into any contracts on Its behalf, nor do they acquire any property for it; that is all done by the Association of Universities of the British Commonwealth in the landlords). The association make all the contracts. They employ the staff and arrange for their superannuation. They purchase the equipment. They also have the bank account. They pay all cheques.
From the financial standpoint the Council is, however, treated quite separately. The accounts are drawn up as "If the Council was an independent body. It has its own income and expenditure account. From the 1st November 1961 to the 31st July 1992 it is recorded as having received contributions of £11,168 from the universities, and to have paid out £4,145 In salaries, £119 in rates, £192 contribution to rent, and so forth. It has its own balance sheet. Its assets are shown as furniture and fittings at cost, £1,828, and so forth.
What then is the legal status of the Council? It is not, of course, a body corporate. But may it not be a body unincorporate? This 1954 Act, like the Interpretation Act, recognises that a body unincorporate may have a juridical personality. We have reached the point foreseen by Professor Dicey long ago; "When a body of twenty, or two thousand, or two hundred thousand men bind themselves together to act in a particular way for some common purpose, they create a body which by no fiction of law, but by the very nature of things, differs from the individuals of whom it is constituted", a passage which was acclaimed by Professor Maltland In his Sidgwlck Lecture (Collected Papers III, page 306). This fact has now been recognised by the law. A trade union (which is a body unincorporate) is a separate entity; see ( Bonsor v. Musicians Union 1956 Appeal Cases, page 104) I think it would be right to recognise that this Council is a separate entity.
Accepting that the Council is a separate entity, it seems to me that each of these bodies, the Council and the Association, carries on an activity at lie.29, Tavistock Square. The Council carries on the the activity of a central organisation for admissions. The Association carries on there the activity of providing accommodation, equipment and staff for all the detailed administration of the scheme. This activity of the Association is, I think, an "activity" within section 23, subsection (2), of the Act. Each of them, the Council and the Association, occupies the lower floors of No. 29, Tavistock Square for the purpose of its activity. Each of them wishes to occupy the top floor for Its purpose. It is, I think, quite possible for two bodies to share accommodation in this way. As I said in ( Hills (patent) Limited v. University College Hospital 1956 volume 1 Queen's Bench Division at page 99): "Possession in law is, of course, single and exclusive, but occupation may be shared with others or had on behalf of others".
I think that the Association (the landlords) can truly say that they intend to "occupy' the top floor, for they intend to occupy it by staff employed by them; and they can truly say thatit is for the purposes of "a business to be carried on by them therein", for it is to be carried on for their activity of providing the detailed administration of the scheme for admissions. Thus far the landlords have the requisite intention to satisfy section 30 subsection (1) (g).
Now for the second point. This arises out of the fact that the Association (the landlords) are being turned from a limited company into a chartered company. On the 17th June 1963 the Queen granted a Royal Charter to a new corporation called "The Association of Commonwealth Universities" This cftartered company is to take over all the property and activities of the old Association (the landlords). To facilitate the transfer the old Association on the 19th July 1963 passed a resolution for voluntary winding-up. It was expected that the transfer would be completed on the 31st July 1963. But it was not completbd by that date. It was not even completed by the 17th September 1963 when the case came on for hearing before the county court judge. The tenants say that this fact is fatalto the landlords. The date of hearing is the material date; see ( Betty's Cafe v. Phllleter Foundry Company 1959 Appeal Cases, page 20} and ( Marks v. British Waterways 1963 volume 1 Weekly Law Reports at page 1014/5). If the transfer had been completed before the 27th September 1963 (the date of the hearing) the relevant intention would be the intention of the new landlords (the chartered company). But as the transfer was not completed by the 27th September 1963, the relevant intention, say the tenants, is the intention of the old landlords (the old Association) and they cannot say they want the premises for their own occupation. They want it for their successors, the chartered company. And that intention, say the tenants, does not suffice.
This second point divides itself into two parts. First, the tenants say that after the resolution for voluntary winding-up on the 19th July 1963 the landlords could not possibly say they intended to carry on business in the premises for the simple reason that they had no power to carry on business at all. For thisproposition the tenants relied on section 281 of the Companies Act 1948 which says that: "In the case of a voluntary winding-up, the company shall, from the commencement of the winding-up, cease to carry on business except so far as may be required for the beneficial winding-up thereof". The...
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