Legal Question in Real Estate Law in California

We are one year into a three year lease on a commercial property. We fell behind in our rent and the owner/landlord gave us a 3 Day or Quit notice. We had conversations with him and got current on the rent within a week. He accepted the back rent and never pursued the notice further. He has since put the building up for sale and the listing has made no mention that the property is under lease and occupied.

Is our lease still valid? What are our rights under these circumstances?

In subsequent conversations with the owner, he says that he has received two offers on the building and the new owners would want us to stay provided we enter into a 5 year lease at terms that would increase the rent significantly over the term. I want to make sure I understand our legal position before I enter any formal conversations.

Thank you in advance for help.


Asked on 12/23/11, 10:55 am

3 Answers from Attorneys

Bryan Whipple Bryan R. R. Whipple, Attorney at Law

Unless the lease specifically provides that it may be terminated upon a change of ownership of the building, it will remain in effect when the building sells. The only thing that happens is you get a new landlord. (It is different when the sale is a trustee's sale due to a foreclosure). You can enter into a new lease with the new owner if you both want, but you don't have to. The existing lease is unaffected by the sale.

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Answered on 12/23/11, 11:13 am
Anthony Roach Law Office of Anthony A. Roach

I agree with Mr. Whipple. Unless the lease provides otherwise, the new owner is subject to the existing lease, and steps into the shoes of the new landlord. He or she cannot require you to sign a new lease until the existing lease expires, and subject to the terms of the original lease. (Such as renewal options, etc.)

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Answered on 12/23/11, 12:27 pm

I agree and write to clarify Mr. Whipple's answer only because this is a public question and answers. It is not ALWAYS different if the sale is a trustee's sale due to a foreclosure. Even on commercial leases, if the lender took their deed of trust after your lease was signed, with knowledge or reason to know the property was leased (which they would have required the landlord to tell them to qualify for the loan) your lease would survive the foreclosure. If your lease post-dates the deed of trust, however, Mr. Whipple is correct that it would wipe out your lease. It also would wipe out post-dated easements, as I learned when I litigated that issue and had to break the bad news to the client who found himself effectively landlocked by a CalTrans curb-cut prohibition.

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Answered on 12/23/11, 10:33 pm


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