How to Create Common and Uncommon Assignment/Subletting Problems

Under common law, absent a lease restriction, tenants were free to assign their leasehold interest to others or to sublet all or part of their leased space. That rule of law is of little consequence today because virtually all leases restrict assignment and subletting rights, often in excruciating detail. In addition, a small number of jurisdictions have reversed the rule by statute and there are certain kinds of leases, generally tied into personal services that are not, as a default matter, freely assignable.

Given that, absent a release, the named tenant on a lease is just as liable for the lease’s obligations after an assignment of its interest or after a subletting of the leased space as before. Therefore, one can wonder if the almost universal imposition of restrictions on such transfers, at least in the first instance, really ought to be the norm. Even though this article deals with what can happen when those restrictions are poorly crafted or entirely absent, and the problems that arise as a consequence thereof, it lets that wonderment dangle over whatever follows below.

A tenant’s point of view can be succinctly stated: let there be no restrictions whatsoever, but if there are to be any, then there should be as few as possible. What tenants want is to be able to have an “exit strategy.” A time may come when they can’t afford the space and, being obligated to continue paying for the space, need to find someone else to cover those costs. Perhaps their leased space becomes too large or too small. Perhaps the neighborhood has changed, and their products or services no longer fit the location, but someone else’s business could thrive. To a tenant, its leasehold interest is an asset, just like a piece of equipment. So they ask: “why can’t we freely sell or rent this asset?”

Landlords are less black and white about the subject, though as any leasing attorney will tell you, there are landlords at each extreme. Basically, landlords have a fear of the unknown. They know that although they have given up possession of the leased space to their tenant, they still own the premises. Consequently, they want to retain as much control over the space and the balance of their property as possible. To varying degrees, they want to control “who” will actually be using the space and “what” the space will be used for during the course of the lease term. It isn’t enough to have made a deal with an acceptable tenant in the first place and allow that tenant, with the confines of the balance of its lease, to use the space as and how it sees fit. Lest anyone misunderstand the limits of the preceding sentence, outside of the bankruptcy context, it is a given that regardless of who ever actually occupies the leased space, the limitations on use and the obligations imposed on the tenant in a lease remain fully in force.

At the end of the day, the parties, wanting to acquire their respective benefits from the leasing arrangement, will reach an agreement as to the breadth and scope of the lease’s assignment and subletting limitations, and then they will wait until a prospective transfer of the tenant’s interests arises, if at all. What follows below is an exposition of the kind of things that can happen if the leasing parties lack the foresight or energy to address these issues up front, in a well crafted lease.

Here is a serious, and obvious, caution: the law differs jurisdiction by jurisdiction. For the sake of brevity, this treatment often ignores jurisdictional differences. And, it deliberately does so. This analysis focuses on issues that arise in the leasehold assignment and subletting context. If, in a given jurisdiction, a particular set of circumstances is permitted in a lease, do not take comfort in relying on that same language the next time. The jurisdiction “across the river” may not be as forgiving. Or, the circumstances may change where that particular provision may no longer apply. Further, why rely on a given jurisdiction’s law to be a “gap filler,” when the lease itself, in all but the rarest of cases, can spell out the rules for assignments and sublettings?

One more caveat. This isn’t a treatise on crafting a lease. Its purpose is to identify situations that give rise to common and uncommon problems that a practitioner can encounter in the assignment and subletting context. The simplest way to begin this analysis is to lay out what happens if a lease does not cover a given situation. That is what follows. Before we start, let’s all get on the same page. By way of background, we’ll begin with a few basics.

Assignment and Subletting Distinguished

An assignment is not a subletting, and vice versa. The underlying considerations are not the same. By assignment, the new occupant - the assignee - becomes the tenant itself. Its right to possession of the premises is grounded in real property law—the law of conveyances. At the same time, only if the assignee assumes the lease will it be accepting a direct, contractual relationship with the landlord. If it does not assume the lease, the landlord and the assignee only have possessory obligations to each other, i.e., those obligations that run with the land, but not contractual obligations. But, absent an express agreement by the landlord to the contrary or the occurrence of some subsequent “releasing” event, the original named (assigning) tenant isn’t let off the hook. To effectuate a novation, i.e., a full substitution of the assignee for the assignor, the landlord must consent to the release of the assignor. After an assignment, unless the lease or any other document says otherwise, the landlord can look solely to the assignee to enforce any remedy under the lease even though its original tenant remains liable. Of course, if the original tenant is granted bankruptcy protection the original tenant may no longer have the secondary liability it once had as a former tenant under the lease even though the lease will remain in effect and the assignee will remain in possession.

Letting the law run its course may not lead to favorable or even expected results. For example, absent an agreement to the contrary, an assigning tenant, though still liable to its old landlord, is no longer primarily on the hook for a tenant’s lease obligations. Upon assignment, it becomes a surety for the obligations; its assignee becomes primarily liable for those obligations. If the assignee has not assumed the lease, but has only taken possession, it may not even be liable for some moneys owed under the lease, such as obligations to repay a loan. It also will not be financially liable for a prior default by its assignor even though it might lose the lease by reason of such a default. Further, the original assignee will not be liable for the obligations of a subsequent assignee, just for what happens while it is in possession of the leased premises.

So, think of the common and uncommon situations that can arise if a lease does not cover these gaps. If the lease (or a separate document, such as the consent to assignment document) doesn’t make the named tenant primarily liable for the obligations of subsequent tenants by assignment, a landlord may find itself with the equivalent of a guaranty of collection, not a guaranty of payment. That would delay the landlord in collecting what it is owed, and “to delay is to deny.” One remedy is for the lease to state that the named tenant, following an assignment of its leasehold interest, remains primarily liable for all the tenant’s obligations under the lease including those of all subsequent assignees. An even more potent provision would make the tenant and all assignees jointly and severally liable for all tenant obligations under the lease no matter when incurred.

As to each assignee, if a landlord wants all assignees to be contractually bound to the terms of the lease as if each were the original, named tenant, the parties can do so by way of the lease or by requiring an express assumption of the lease by each assignee as a condition of a valid assignment.

A subletting does not change the original landlord-tenant relationship. The subtenant is not in privity of contract with the landlord. It isn’t even in privity of estate with the landlord. It may have possession of the premises through its own (sub)landlord - the original tenant - but it isn’t liable for the debts and obligations of the named tenant. Notwithstanding the subletting, its landlord, the named tenant, remains in possession of the leased premises by reason of the lease. What the tenant has done, vis-a-vis the subletting, is to encumber its right of possession by conveying a portion (in time, space or both) to its selected subtenant. By that conveyance, the original tenant is in privity of estate with its subtenant.

In 1928, a Maine court described the difference between an assignment and a subletting when it comes to leasehold estates by writing: “…an assignment creates no new estate, but transfers an existing estate into new hands, while a sublease creates an entire new estate.”

It shouldn’t go unnoted that parties may self-characterize their transaction as a subletting or as an assignment, but the details of the actual possessory grant will trump any labels. The essential distinction between an assignment and a subletting is that in a subletting, the transferring tenant reserves some reversionary right. With the exception of some possible twists inherent in an “assignment pro tanto,” to be a subletting, the quantum of rights granted to a subtenant cannot be the entirety of what the purported sublandlord possesses. Plainly speaking, a subletting for the entire lease term and for the entire leased space can, and most probably will, be characterized as an assignment. Whether a withholding of some element of a contractual right, as distinguished from a possessory right, alone, will cause a purported sublease of the entire leased premises for the entire lease term to be treated as a subletting is a question of state law, with the answer, if findable at all, to be found in that state’s case law.

Assignments Pro-Tanto
Having raised the specter of an “assignment pro tanto,” it is only proper that this unusual and possibly dangerous hybrid be described—especially in a treatment of common and uncommon assignment/subletting problems. Simply speaking, this “animal” of a transaction involves the transfer, to another, of a tenant’s entire interest in a portion of leased premises, for the entire lease term. Describing this creation as an animal may be an apt choice of terms as it may be somewhat uncontrollable. In most jurisdictions, but not all, the landlord now has two tenants and, in effect, two leases. The assignee may, and the operative word is: “may,” have a contractual relationship with the landlord. If the original tenant defaults under its lease, giving rise to a lease termination, the landlord may still have a tenant, the assignee, for the portion of the leased space that was thought to merely be sublet. The law is uncertain; there is not a lot of guiding case law. But, if a tenant can assign but not sublet freely under its lease, there is always the possibility of enjoying both “existences” by use of an assignment pro tanto.

This hybrid creature was recognized as long ago as in 1817 (and likely well before that), when a Kentucky court wrote: “…whether the whole premises are transferred or not does not constitute the true ground of distinction between a sublessee and an assignee, for if the lessee transfers the whole of the demised premises, but only for a part of the term, he to whom the transfer is made is but a sublessee, not liable to the original lessor; whereas if the lessee transfers only a part of the premises for the whole term, the person to whom the transfer is made is considered an assignee of the part transferred to him, and is liable accordingly to the original lessor.”

If you are looking for uncommon situations that can arise out of an assignment or subletting, just think of the mischief that can be created by a tenant structuring an assignment pro tanto. To avoid such a result, landlords might want to prohibit assignments of less than its tenant’s entire interest under the lease. Allowing (or consenting to) assignments, even to a tenant’s affiliates, may result in landlords and tenants rushing to research the intended and unintended consequences of the “pro tanto” assignment.

Distaste for Restraints on Alienation
Almost every lease endeavors to set out some rules relating to a tenant’s transfer of all or part of its leasehold interest. Depending on the bargaining power of the parties, their ability to predict the future, their tolerance for comprehensiveness, the amount of time they have allotted to the task, their knowledge of the law (and where it is heading), and the talent of the draftsperson, the lease may avoid or invite one or more of the issues below. The task is greatly complicated by the law’s disfavor of restrictions against alienation. Because assignments and sublettings are alienations, prohibitions and restrictions against assignment and subletting are scrutinized and containered by the courts.

So, if not covered by the lease or another enforceable document, here are some of the common scenarios I have seen.

The Troubles I Have Seen

General Assignment/Subletting Issues

  • A prohibition against assignment does not prohibit subletting, and vice versa. In most jurisdictions, merely agreeing that there is to be no subletting of the premises does not prohibit subletting of less than the entire leased premises, just of the entire premises.
  • A bar against assignment in the lease does not bar a subtenant from assigning its sublease. It may not bar a further subletting of the leased premises by a subtenant. Remember, there is no privity between a subtenant and the prime landlord.
  • There are a myriad of transfers that happen by operation of law, and not all “triggers” are involuntary. An individual tenant’s death transfers the deceased tenant’s interest to her or his estate and then to one or more beneficiaries. Similarly, dissolution of an entity-tenant results in a distribution of its assets to the tenant’s interest holders—shareholders, members, partners, and the like. Then, there is a matter of reading some seemingly innocent “boilerplate” provisions. Doing so may lead to discovering that the lease’s provisions “are binding upon inure to the benefit of heirs, successors, administrators, and personal representatives.” This may not be intended. Further, not all jurisdictions analyze the same set of facts in the same way. Again, without dealing with this form of transfer in a lease, the result may be unsettling. Covering these contingencies wrongly or without giving it much thought can also be upsetting to a tenant’s family if the lease is lost upon the family member’s death causing irreprable injury to the family business.
  • And, speaking of transfers by operation of law, what if a creditor levies on a tenant’s particular asset such as the tenant’s interest in its lease and the lease is sold at auction to the creditor?
  • A landlord may have joint or co-tenants until one of those tenants assigns to the other.
  • Does consent to the first assignment or subletting result in a landlord’s right to vet the next one down the line? That appears to be the majority rule as to assignments, but not as to sublettings. What if the consent was by acquiescence or silence? If an assignee succeeds to the original tenant’s possessory right to the leased premises, but doesn’t assume the lease itself, does it need the landlord’s consent when it wants to further assign its interest in the lease or sublet the leased premises?
  • Typically, when a small business is sold, the seller will assign its lease to the buyer and take back “paper” secured by the buyer’s assets. But, what good are those assets if it can’t get the lease back at the same time? How can it do so? Will reserving a reversionary right in the assignment do the trick?
  • Similarly, an assigning tenant will be helpless to mitigate its damages if it can’t “get the lease back” when its assignee defaults under the lease. While a conditional reassignment document can be executed in connection with an assignment if the landlord agrees to such an arrangement at the time of the assignment, a lease could cover the same contingency when first crafted. By crafting for such a situation in the first place, a lease could require the landlord to re-let to the original tenant pursuant to an identical lease, for what would have been the remaining lease term (provided the original tenant makes the landlord whole).
  • Is a leasehold mortgage an assignment of the lease? If it isn’t, especially because court construe restrictions on assignments very narrowly, can a tenant compel such an assignment on its landlord? Remember, a leasehold lender taking over as tenant under a lease may be hampered in assigning the lease to someone who might be able to use the leased premises. But, what if the lender sells the defaulted mortgage to a party that wants to use the leased property for itself? What if the mortgagee was a “friend” of the tenant?
  • Can a tenant assign a single right it holds under the lease, such as its purchase option, without running afoul of a no-assignment provision?
  • Imagine that a lease allows assignment but not subletting. What keeps a tenant from assigning the lease to a new tenant and taking back an assignment that becomes effective in three or five years?

Creative Use of Entity Tenant Structuring

  • In most cases and in most jurisdictions, the transfer of an ownership interest in a tenant does not constitute an assignment and will not violate a bare-boned “no assignment” provision in a lease. According to the case law, “the landlord should have anticipated such transfers.”
  • Allowing assignment to an affiliate of the tenant and not dealing with changes in ownership interests will allow the assignee-affiliate to change its ownership and defeat any restrictions dealing with assignments to non-affiliates. Freely allowing a tenant to sublet to an affiliate without barring or restricting an assignment of the sublease or a further subletting can result in an otherwise prohibited subtenancy. Mischief indeed. Merely stating that a transfer of ownership interests is deemed to be an assignment won’t avoid all circumventions. What if a corporate tenant or an LLC restructures itself by bringing in entirely new owners through the issuance of new ownership interests and making the old owner a non-economic owner or only an economic participant once the tenant has a net worth of more than a certain threshold amount?
  • Under the doctrine of independent covenants, a tenant may be able to accomplish indirectly what it could not effectuate directly. A merger or other corporate or entity restructuring can be seen as resulting in a transfer of the entity’s assets by operation of law, and if the restructuring does not trigger a no-transfer lease provision, the lease transfer by operation of law can bring about what would otherwise have been a prohibited assignment. This allows a tenant with the right to assign its leasehold interest to an affiliate to transfer such leasehold interest to the affiliate and merge the affiliate into a stranger.
  • On the other hand, some jurisdictions treat transfers from a parent to a subsidiary as an assignment, but don’t see a transfer from a subsidiary to its parent the same way. Perhaps those decisions were influenced by the facts, stated or not. With that in mind, tenants may not want to face the issue at the time they need to make such transfers.
  • Entity reorganizations pose additional issues. Suppose a tenant wants to reorganize in a different jurisdiction? At one time, to do so, effectively resulted in the creation of a brand new entity, albeit with all of the assets and liabilities of the old entity. Traditional lease provisions may have relied upon the technical creation of a new entity. To the extent that made a difference and gave a landlord comfort or a tenant grief, today, in an increasing number of jurisdictions, an entity can be “domesticated.” The purpose of domestication is to keep the same legal entity intact, thus making what previously may have been prohibited—permitted.

Circumvention Traps

  • Including restrictions in a lease to deal solely with assignees and subtenants does not address the entire range of possible occupants or capture all those who, holding under the tenant, effectively control the leased space. For example, a tenant may allow another person or entity to manage its business, and in effect step-in for the tenant. The tenant may effectively turn its business over to someone else through use of an operating or profit sharing agreement. It might or might not retain some management control over the resulting business, but never exercise those rights. This isn’t to say that every such and similar arrangement will pass muster. To the extent one can summarize the test of whether a transfer is an assignment or subletting, it is whether the tenant still holds some effective, economic interest in the real estate. If it does, there is no assignment or subletting. This is a fact sensitive, “feel and taste” area, where it is difficult to predict what a court would do. As a result of such uncertainty, settlements are common. If the matter can be settled when a dispute occurs, the lease should have covered this contingency in the first place.
  • A concessionaire looks like a subtenant for some purposes and not for others. So, does a restriction against subletting bar such arrangements?

The Devil is in the Details

  • Using terms loosely often creates problems and uncertainty. For example, conditioning an otherwise permissible transfer on an assignee’s or subtenant’s net worth overlooks that a tenant can meet the test and yet be worth nothing. The concept of net worth, standing alone, is one used by accountants and can include items of no comfort to a landlord. It includes certain intangibles, such as good will, and as a result many an insolvent company had a solid net worth at the same time. That’s why a savvy draftsperson will use and adequately define the term “tangible” net worth.
  • Just stating that a tenant will pay its landlord a portion (say, half) of the “consideration” received upon a lease assignment or a subletting leaves the parties to guess (fight?) about what constitutes “consideration.” Is the value of the tenant’s business wrapped up in the amount to be shared? What if a tenant assigns a number of leases at the same time? What is the consideration if parties swap one or more leases? How does one handle a tenant’s transaction costs? Is it deducted from what the tenant receives? If such costs are deducted, over what period are they deducted -- over the remaining lease term; all at once or up front? What are those transactions costs anyway? Do broker’s commissions and legal fees qualify? What about the cost of refitting the leased premises for use by the assignee or subtenant? Can a tenant take credit for the time its space was vacant?
  • How long does a tenant need to wait for an answer from its landlord about a proposed lease assignment or subletting? How much time is reasonable?

Consent Issues

  • What happens if a lease states merely that a tenant may not assign the lease or sublet the leased premises or if, using a variant approach, says it may do so, but only with the landlord’s consent? It appears that a majority, perhaps even a substantial majority, of jurisdictions do not require the landlord to be reasonable. But, by saying “a majority,” room has been left for the minority view. So, the lease needs to adapt to the place where the leased premises are located. Even at that, the winds they are a shifting, and they are far away from the day when, left unsaid, a landlord didn’t have to be reasonable. Little by little, the implied covenant of good faith and fair dealing is on the minds of the courts. And, by the way, in those jurisdictions that have been enforcing this covenant, it is likely that even when a landlord reserves the right to deny consent for any reason or no reason at all, it cannot do so with the purpose of taking away a tenant’s reasonably expected benefit of the bargain. Basically, the covenant, as is increasingly being interpreted, prevents a party from using a given contract right as a sword when it was intended to be a shield.
  • Even if a lease or a jurisdiction’s particular case or statutory law requires a landlord to be reasonable, there is a lot of room, perhaps even a hi-rise building’s worth of rooms, to argue: reasonable over what? The character of the new occupant’s use? The character of the new occupant’s ownership or management? Its financial strength? The landlord’s business prejudices? The availability of other empty space at the property? A deleterious effect on the expected percentage rent? Jurisdictions are all over the place on this issue and the law is far less than clear even where there is law. Further, the law changes over time. What is more predictable, however, is that, absent some serious public policy problem, courts respect the agreement struck by the parties to a lease, and if the lease is silent, the courts will fill the gap.

Inadvertent Waivers of Consent

  • Then, there is the inadvertent granting of consent to a lease assignment by the acceptance of rent from an otherwise ineligible assignee by a landlord with knowledge of the assignment. A broad “no waiver” provision in a lease may not cover this; a specific waiver in the lease might be a wiser approach.

Remedies of the Parties

  • So, the tenant assigns or sublets despite the prohibitions in the lease. Is the assignment or subletting void or voidable as between tenant and landlord? Is it merely a default, giving rise to a right on the landlord’s part to terminate? If the landlord terminates the lease as a result of the unauthorized assignment or subletting in a jurisdiction where a landlord has a duty to mitigate a tenant’s damages, has the landlord breached its mitigation obligation by throwing the assignee or subtenant out?
  • Suppose, by its terms, the lease terminates automatically upon a prohibited assignment or subletting. Can a tenant use this to avoid future liability? Probably not because this would bring about an illogical result, but it could place bargaining power in the tenant’s hands where none previously existed based on the uncertainty of result.
  • Perhaps the worst that can happen to the landlord who wrongfully denies its consent to a lease assignment or a subletting is that it loses the tenant and cannot collect damages or the balance of the rent under the lease. Or, perhaps the landlord is not that lucky and its tenant earns an award from the landlord as compensation for the tenant’s losses when its assignee or subtenant walked away from a fight. A lease can limit a tenant’s remedies, and if a landlord wants to be protected, it can negotiate for such limitations.
  • Even where a landlord is not permitted to act unreasonably, local law may place the burden of proving unreasonableness on the party who didn’t expect that it would have to do so.
  • Some leases allow a landlord to “recapture” the lease or part of the leased premises upon an actual or proposed assignment or subletting. Let’s say a tenant only requests its landlord’s consent to a transfer and the landlord exercises its right to recapture. Is that the result the tenant expects?
  • Suppose the tenant purportedly assigns its interest in the lease when the lease says it cannot do. Is that a breach of the lease that permits the tenant to attempt a cure and avoid a lease termination and consequent eviction? Or, is the purported transfer ineffective and therefore not even a breach of the lease because “it didn’t take place in the first place.” Perhaps it is easiest to ask forgiveness instead of permission. Perhaps the new tenant or subtenant will be there long enough so as to undercut any argument that it doesn’t “fit” at the property. Or, the new tenant may be there long enough that injunctive relief may not be available because it becomes clear that there is no irreparable harm.

Back Door Issues

  • Even a lease that lets a tenant freely assign to another person or entity can have hidden restrictions. Care may have been taken to allow for any lawful use. There may be no continuous operation provision. There may be no trade name restrictions and no signage problems. But, what about the otherwise innocuous lease terms? By way of example, a lease might require the tenant to submit copies of its public filings, but the assignee, otherwise qualified, is not a reporting company? What if the lease contains a net worth or shareholder equity threshold that would permit consent-less assignment and the proposed assignee, while owned by a qualifying parent company, doesn’t meet that test? That’s easy to overlook, but the consequences could be distasteful. Certainly the assignee’s parent company could take the lease directly, but what if, for legitimate business or taxation reasons, it didn’t want to do business in the jurisdiction where the leased premises are situated? Planning ahead, when a lease is drawn, can avoid this dilemma.
  • Speaking of continuous operation provisions in a lease, it might be noted that in a lot of situations it is difficult to change tenants without closing down the business operation at the leased premises. Left uncovered, that could be a show stopper.
  • Almost everywhere, a landlord is under no obligation to give its tenant an estoppel certificate unless the lease requires such. So, an incoming assignee or subtenant may be stepping into a hornet’s nest without first being able to see inside.
  • Suppose, after the underlying lease is terminated, a landlord wants to force a subtenant to remain as a direct tenant? A properly crafted lease provision could make this happen or even give the landlord the choice of doing so at the time in question, but if the lease (or sublease consent) is silent, the subtenant can pack up and leave.
  • A lease can be mortgaged by the tenant absent a restriction in the lease to the contrary. But, what good would a leasehold mortgage be if an unexpected lease termination, such as by reason of the tenant-borrower’s default, leaves the lender with a terminated, valueless lease as collateral? A well-crafted lease will make it financeable in the hands of a tenant. Otherwise, that is not the case.
  • Absent a restriction to the contrary, when a tenant assigns its interest in a lease, it assigns all rights it has under that lease. What if a landlord later regrets that the right to renew the lease follows the assignment?

The Trouble With Subtenants

  • How frustrating would it be for a landlord to see that a subtenant, with whom it has no privity, is paying rent on time, each and every month, but the subletting tenant is not. A lease provision allowing for a landlord to insist upon direct payments by the subtenant under such circumstances might have avoided such a situation.
  • When a subtenant signs its sublease, it takes the risk that a lease termination, even one having nothing to do with the subtenant’s behavior, will terminate its possession. While the subtenant has a monetary claim against its sublandlord, the original tenant under the lease, how good will that claim be when the reason the lease was terminated in the first place is that its sublandlord went out of business? A lease can be crafted to obligate the landlord to recognize the subtenant as its direct tenant under those circumstances, but if the issue is not addressed in the lease or in a later, executed sublease consent, the subtenant will be out on the street.

Guaranty Issues

  • A landlord’s dealing with an assignee may prejudice the original tenant’s ability to protect itself from future liability when the assignee defaults under the lease. In many cases, this prejudice will relieve the assignor-tenant from its liability as surety for its assignee.
  • A landlord may not be doing itself a favor if the lease prohibits assignments, but it gives its consent anyway. If the lease (or the consent document) doesn’t provide otherwise, the assigning tenant may be immediately off the hook for future lease obligations.

Look Elsewhere for Solutions

That’s For Another Article

Oh, how much easier life would be if one could buy (or lease) a perfect, clear crystal ball. Until the time that fortune telling is perfected, landlords and tenants may need to continue their reliance on their own experience, acumen, and talent and that of their qualified real estate leasing lawyer. The list presented above is long, but only the limitations of the author’s mind, his sense of “enough is enough,” his (limited) talents, and his belief that the reader will be exhausted by this time, have brought it to an end. So, consider this article as only suggestive in nature because the scope of this presentation precludes anything more than laying out an abbreviated list of the consequences of leaving myriad assignment and subletting issues unaddressed in a lease. There is no shortage of literature suggesting lease clauses designed to avoid these and other common and uncommon problems. Find them; use them.