consent-to-assignment-expert

A lease assignment transfers the entire leasehold interest to a new tenant, whereas a sublease transfers only a portion of the premises or term. The original tenant retains privity of contract and joint and several liability in a sublease, but may seek a release in an assignment.

To negotiate landlord consent to assignment provisions, focus on securing a full release from liability, ensuring joint and several liability is clearly defined, and limiting landlord's recapture rights. This protects the original tenant from future default claims by the assignee.

When receiving a lease assignment consent request, a landlord can choose to grant consent, refuse the assignment, or exercise a recapture right to terminate the lease. Landlords should evaluate assignee due diligence and require protections like joint and several liability clauses.

Yes, a commercial lease transaction can involve both an assignment and a sublease combination. This structure requires careful risk allocation across multiple parties, addressing privity of estate and contract, and detailing specific consent agreement provisions for the landlord, tenant, and assignee.

During assignee due diligence, look for red flags such as insufficient financial capacity, unclear business sale structures, or professional corporation transaction ambiguities. Evaluating these risks ensures the assignee can meet lease obligations and protects all parties in the consent agreement.