Email vs Contract

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    Email vs Contract

    Good morning everyone!

    In cases where a matter was discussed via email is not representative in the written contract, which of the two is legally binding, the contract or the email?

    Our landlord has made the following mention in the email:

    " As agreed, there is a 2 months break clause after 6 months. "

    Whereas the contract states:

    "The landlord and tenant may terminate this agreement after 6 months by giving 2 months prior written notice to the other of their intention of doing so."

    We just tried to invoke the break clause as written in the contract, but the Landlord is stating that the email is confirmation that we agreed to the possibility of termination after 8 months at the earliest, rather than 6 months as stated in the contract.

    The contract and the mention of the break clause are in the same email, but we are not sure which of the two is legally binding.

    We are also unsure how " As agreed, there is a 2 months break clause after 6 months. " should be interpreted and if written correctly. Shouldn't it say " As agreed, there is a 8 months break clause after 6 months. "?

    Thank you for your help!


    #2
    They both say the same thing, you can give 2 months notice after 6 months which means the earliest you can leave is after 8.

    Comment


      #3
      IMHO the contract states tenant can give notice at start of 4th month to break at 6month.

      No point arguing here. Give notice, leave after taking loads of photos and returning keys then see if landlord sues for unpaid rent.
      I am legally unqualified: If you need to rely on advice check it with a suitable authority - eg a solicitor specialising in landlord/tenant law...

      Comment


        #4
        If the email came before the contract, it's probably irrelevant.
        If it came with the email, the contract should probably take precedence.

        The landlord is essentially agreeing that the contractual wording favours the 4 month notice, because they're trying to rely on external evidence. I'd argue that the email text probably confirms what the landlord intended, but that they got it wrong in the tenancy agreement and that you (the tenants) signed it because it was actually what you'd asked for, and you didn't check the email against the tenancy agreement.
        When I post, I am expressing an opinion - feel free to disagree, I have been wrong before.
        Please don't act on my suggestions without checking with a grown-up (ideally some kind of expert).

        Comment


          #5
          I agree with jpkeates -- the order is everything. And in any case the E-mailed version is casually written and not (in that sense) contradicted by the contract.

          The E-mail is not worded as a clause is just refers to a clause. If it were to have been inserted into the contract it would be practically meaningless as a clause and would have no force whatsoever. There is no legal definition of "break clause" that simply fills in all the gaps.

          Comment


            #6
            This appears to be similar to https://forums.landlordzone.co.uk/fo...wording-advice

            Comment


              #7
              I mean, both seem to say the same thing to me:

              "After 6 months, you can break the term of the contract by issuing 2 months notice"

              Which would mean you can leave, string-free at 8 months on the dot - if you'd issued a notice on month 6.

              What I think you're wanting is to invoke the break clause at 4 months, providing 2 months written notice and leave on month 6? Which, in my view, neither the correspondence or email convey you can do.

              Bear in mind, if you tried to leave, and they took this to Court, the Judge would take the view "on plain reading" of both those items, and certainly, to me, it's quite plain; after 6 months you can issue 2 months notice and leave early on month 8 (I assume your tenancy is a year or more).

              Which is pretty good, in all honestly. Many Landlords would hold you to the full term's value...

              Comment


                #8
                hybrice,

                I disagree, my plain reading was that the agreement can be terminated at any time after 6 months by providing 2 months written notice, therefore notice can be provided at month 4 to terminate the agreement after the 6 month point.

                Comment


                  #9
                  Originally posted by newtenant9011 View Post
                  I disagree, my plain reading was that the agreement can be terminated at any time after 6 months by providing 2 months written notice, therefore notice can be provided at month 4 to terminate the agreement after the 6 month point.
                  I think I agree with this interpretation as well.

                  There's nothing in the text of the contract term (ignoring the email), that limits when the notice can be served, other than it must be two months before the proposed end of the tenancy, which itself only has to be after six months.

                  The simplest test is to imagine notice given after 4 months to end after six months and see what in the wording means that's not possible.
                  It may not be even the most obvious reading, or what was intended, but if the wording doesn't preclude something, it's allowed.

                  If it came to a court, if the meaning isn't clear the court would favour the interpretation that favoured the party who didn't write the contract.
                  When I post, I am expressing an opinion - feel free to disagree, I have been wrong before.
                  Please don't act on my suggestions without checking with a grown-up (ideally some kind of expert).

                  Comment


                    #10
                    I think whether the clause in the contract means that you can give 2 months notice at 4 months or 6 months is a bit up in the air and no one can seem to agree, but I would argue that the wording of the contract indicates that you can give notice at 4 months to terminate at 6. What is of huge importance to your question about the email/contract taking precedence is whether your Contract contains an 'Entire Agreement' clause. Your contract might have something in it that says something along the lines of 'This Agreement is the entire arrangement between the Parties and supersedes any other arrangements or discussions the Parties have had about the Tenancy, and cannot be varied unless in writing and signed by both Parties'. If it does say this, then anything other than what is written in that contract is irrelevant. And anyway, even if it doesn't say that, the landlord's email saying 'As agreed..' isn't anything other than his opinion of what you agreed. It doesn't convey any proof of agreement on your part to his reading of that clause. It just says what he thinks it says. He could have emailed you saying 'As agreed, you will pay me your entire salary in rent.' Where is his proof that you agree with his interpretation? It is not a legally binding agreement in and of itself. So in my opinion, all that matters is the wording of the contract and how a judge would interpret it. Due to the lack of clarity, I'd say you're in the clear

                    Comment


                      #11
                      Originally posted by newtenant9011 View Post
                      hybrice,

                      I disagree, my plain reading was that the agreement can be terminated at any time after 6 months by providing 2 months written notice, therefore notice can be provided at month 4 to terminate the agreement after the 6 month point.
                      Fair enough, although it's not me you'd have to convince, it'd be a judge.

                      You could certainly make the argument that a plain reading of the contract is very difficult as it's open to interpretation, and what you believed you were agreeing to was 4 months "in" you could issue 2 months notice and leave at 6 months.

                      And as is said above, an email to you saying "as agreed", implies no agreement whatsoever. I'll email Richard Branson and say "As agreed, I'm expecting your payment of £10,000,000" see if it holds up (hah!)

                      You'd have to tell the agent to basically like it or lump it, and leave it up to them as to whether they sue you for breach of contract - probably unlikely.

                      Comment


                        #12
                        I agree with the views above that the reading of the clause favours the interpretation of being able to terminate the contract effectively after 6 months subject to 2 months 'prior' notice being given. To my mind it's plain English. If I'm right, then contra proferentem doesn't work here in any case.

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