Rodenhurst Estates Ltd v W H Barnes Ltd    Landlord and Tenant – Covenant against assignment – Licence granted by Landlord – No
legal assignment – Entry upon premises – Action for rent – Estoppel.
The lease of certain property which the tenant used in connection with his business, contained
a covenant against assigning without the landlords’ consent. The tenant assigned his business
to a limited company, agreeing to transfer to them all existing leases. A licence to assign the
lease of the property was duly granted by the landlords, and the company went into
possession and for a time paid the rent to the landlords. No assignment of the lease was in
fact completed. In an action against the company for the recovery of rent, the company
contended that being mere equitable assignees of the lease, there was no privity of contract
between it and the landlords and it was not liable for the payment of the rent. The county
court judge held that inasmuch as the landlords’ consent was to the company being in
possession of the premises as assignees and not otherwise, the company was on the facts
estopped from denying that it was an assignee and liable for the rent. The company
appealed:—