A tenant assigns their lease to a new tenant (assignee) with the landlord's consent. The assignment agreement states that the original tenant (assignor) is 'released from all future obligations under the lease.' The new tenant subsequently defaults on rent payments. Can the landlord sue the original tenant for the unpaid rent?
- AYes, if the assignment was merely a delegation of duties, not a full release.
- BYes, because the original tenant remains secondarily liable unless there is a novation.
- CNo, because the assignment agreement explicitly released the original tenant.
- DNo, because the landlord consented to the assignment, thereby releasing the original tenant by implication.
Show answer & explanationAnswer & explanation
Correct answer: C. No, because the assignment agreement explicitly released the original tenant.
In a typical assignment of a lease, the original tenant (assignor) remains secondarily liable to the landlord for rent unless the landlord explicitly releases them. However, the scenario states that the assignment agreement explicitly includes a clause releasing the original tenant from 'all future obligations under the lease.' This explicit release, agreed upon by the landlord (through consent to the assignment that includes this term), functions as a novation or a release, effectively discharging the original tenant's contractual duties. Without this explicit release, the original tenant would remain liable.
Why the other options are wrong
- A. The term 'assignment' implies both assignment of rights and delegation of duties. The explicit release clause is key, not merely the label of 'assignment' vs. 'delegation'.
- B. This is generally true for assignments without an explicit release. However, the question specifies an explicit release.
- D. Landlord's consent to the assignment alone does not automatically release the original tenant. An explicit release or novation is required to discharge the assignor's liability.
Assignment with Release
When an assignor (original party) transfers their rights and delegates their duties to an assignee, and the obligor (other original party) explicitly agrees to release the assignor from further liability, thereby discharging the assignor's contractual obligations.
- Requires explicit agreement from the obligor to release the assignor.
- Without explicit release, assignor remains secondarily liable (surety).
- Differs from mere consent to assignment, which doesn't automatically release.
Memory trick: Passing the contract baton: rights are assigned, duties are delegated.