Assignments

Question 1

Landlord assigning interest: liability of LL2 (Successive LLs)

Answer 1

LL2 is responsible for all covenants that RUN WITH THE LAND.

A Covenant runs with the land if:

1. the original parties so intended; AND
2. the covenant TOUCHES AND CONCERNS the leased land (i.e., it benefits the tenant and burdens the landlord, or vice versa, with respect to their interests in the property).

Examples:

• covenants to do or not do a physical act (e.g., to repair, to keep the property habitable);
• covenants to pay money (e.g., rent and taxes); and
• covenants regarding the duration of the lease (e.g., termination clauses).

Question 2

Privity of Estate

Answer 2

When two parties are in privity of estate, the tenant (generally assigned tenant) is responsible for all covenants that run with the land.

LL can recover against all with whom he is in either privity or contract or privity of estate

Question 3

Privity of Contract

Answer 3

An assigning T remains liable on all contractual obligations because he is still in privity of contract.

LL can recover against all with whom he is in either privity or contract or privity of estate

Question 4

Liability under Sublease

Answer 4

A sublessee is neither in privity of contract nor estate with the LL; therefore LL cannot recover rent from sublessee.

The sublessee is liable to the sublessor under contract theory.

Sublessee does NOT take the estate because sublessor transfers only PART interest.

Question 5

Covenants that do not Run with the Land

Answer 5

Are Personal to the Grantee and are NOT ENFORCEABLE AGAINST SUCCESSIVE ASSIGNEES
e.g., promise to pick up mail

Question 6

Non Assignment Clause

Answer 6

Enforceable, but strictly construed– A covenant prohibiting assignment does not prohibit subleasing, and vice versa.

Attempted transfer voidable ONLY AT OPTION of LL.

Question 7

Effect of consent to assignment

Answer 7

Permission given once means that clause is waived ALTOGETHER