Licenses

• A licence is permission to do something the licensee would otherwise have no right to do
• It is used as an alternative to granting an interest
• Can give a licence which doesn't give exclusive possession
• It can be deliberately granted or can arise where an attempt to grant an interest has failed
• When a lease is attempted for 3 years, no writing or deed, but agreement between 2 parties forms a contract, so a licence
• There are 3 types which give different levels of protection

'A dispensation or licence properly passeth no interest, nor alters or transfers property in anything, but only makes an action lawful, which without it had been unlawful' (Vaughan CJ, Thomas v Sorrell)

Nature

• A gratuitous permission granted by a landowner

Creation

• Can be granted expressly - (inviting people for dinner has no need for formalities)
• Can be granted impliedly

A household gives an implied licence to the public coming onto property on lawful business like the postman and milkman. Not to burglars as they are committing unlawful business. Implications can be excluded - locked gate or if there is a notice on the gate, the licensee is not liable for trespassing, can only go on for purpose specified. (Robson v Hallett)

Effect

• It saves the licensee from liability for trespass but it does not give him any rights in or over the land
• The permission can be revoked at any time without giving prior notice; the licensee then has a reasonable time to leave the premises
• The terms of the licence are crucial

A licencor can change his mind at any moment without notice, the licensee has reasonable time to leave, depending on the circumstances. Differs from guests at a dinner party to a lodger in a spare room - (Scrutton LJ, The Carlgarth)

Successors

• Purely personal to the licensee, cannot pass the rights onto anyone else
• Does not bind the successors in title. Licence comes to an end on death

• A licence to enter land which is ancillary to an necessary for the enjoyment of the grant of an interest
• There is no doubt that the interest with which a licence may be coupled includes a proprietary interest whether in land or other property
• Courts today don't use coupled with, they look for contractual licences

It is useless to have a contract for something if you cannot get to it. If going onto land is essential then it is implied. (James Jones v Earl of Tankerville)

• A licence arising as a result of a contract between the parties

Creation

• As any contract, consideration would have been provided and used for a wide range of purposes
• A contractual licence may be implied from the circumstances

Tanner v Tanner

• Landowner persuaded the mother of his children to move into a flat he had bought
• She gave up a rent-controlled flat to do so
• Claimant had a contractual licence to live there whilst the children were of school age and reasonable required occupation
• Implied an agreement
• Consideration was provided by the claimant giving up her flat
• If it is an ongoing relationship, courts take it as an act of generosity with no intent of legal relations

Claimant gave up her house to move into partner's house, still in relationship and gained rights on proprietary estoppel.. (Southwell v Blackburn)

Effect

• Prevents the licensee being liable for trespass
• Originally - licence could be revoked at any time. Recently - equity is prepared to provoke revocations

A licence could be revoked at any time, although the licensee could subsequently sue for damages for breach of contract if the revocation was contrary to the terms of the licence (Wood v Leadbitter)

Equity is prepared to imply a term to prevent, restrict or regulate the revocation of a contractual licence in appropriate circumstances (Hurst v Picture Theatres Ltd)

• The position now is that some contractual licences are revocable on reasonable notice, others are irrevocable.

A licence granted to a company is potentially perpetual as they won't die. In this case, they could not have intended to grant a perpetual licence, so they were prepared to allow revocation. The courts must look for the true intention of the parties. (Winter Garden Theatre)

Ticket to see a film. Contractual licences contain an implied term that it cannot be revoked before the end of the film. (Hurst v Picture Theatres)

A licence was granted to the National Front to use a hall for a meeting. The owners tried to revoke it prior to it coming into effect. (Verrall v Great Yarmouth)

For longer licences, the court implied it was a licence whilst the children were in school. Revokable if the circumstances changed like the woman remarrying. Limited ability to revoke. (Tanner v Tanner)

• A licence for life would be problematic - longterm and indefinite in duration
• At some port one will die. If court does imply it, then it may enforce licence
• If a court implies an obligation not to revoke, it will directly or indirectly enforce the licence
• Remedies are discretionary and various factors will be relevant - eg not forcing people to live together (Thompson v Park)
• Damages will be awarded where enforcement is impossible or not sought

Successors

• Contractual licences are basically a contract and generally binds parties, on death a representative steps in so damages are available for breach
• Licensee can sue for damages - not always adequare, important to licensee that he can continue the use of land
• If a contractual licence is perceived as a right, it creates new interest in land. 
• 3 possible approached as to whether it binds, the courts have taken all 3

Traditional View - purely personal interest - emphasise it's just a contract and cannot bind

• Tenant was not bound by licence, therefore, licensor had put it out of power to comply, so breach of contract (King v David Allen)
• Elevate contractual licences into proprietary interest, that it binds all successors, except buyers without notice. (L Denning, Clore v Theatrical Properties)

Lord Denning - a proprietary interest - binding on 3rd parties

• Defendant in law had the right to stay as long as she paid the mortgage instalments binging all successors apart from purchasers without notice. Contractual licence had acquired forced validity of its own. Now recognised as irrevocable - lack of logic. (Errington v Errington and Woods)
• Compared rights of a deserted wife in relation to her husband's property to a contractual licence. Actual occupation is irrelevant, doesn't change the nature of the right. (National Provincial Bank v Hastings Car Mart)

An intermediate position - the present law - contractual licence is not an interest, cannot automatically bind, may in certain circumstances bind a successor depending on conduct

• A lease was in existence which bound purchasers (Ashburn Ansalt v Arnold)
• A contractual licence is purely personal and cannot bind successors in title (Fox LJ, King v David Allen)
• A constructive trust can be imposed on a purchaser whose conscience is affected
• If the purchaser conducted himself in such a way it would be inequitable if not bound
• A purchaser's conscience will be affected when he has undertaken a new obligation to give effect to the licence (Lyus v Prowsa Developments Ltd)
• Effected when undertakking a new obligation to give effect a relevant interest. Merely knowing of the existence is not enough to make the purchaser bound. Has to be a new obligation (Lyus v Prowsa Developments Ltd)

• The benefit of a contractuall licence is assignable unless it is intended to be personal to the licensee
• Look at the terms of contract, if personal, benefit can be assigned