Legal Question in Landlord & Tenant Law in New York

Commercial Lease Assignment via re-incorporation

Hello,

I am a landlord and in year 4 of a 10 year lease with my tenant. Just now I discovered that the corporation that I leased my premises to, John Doe Inc., is no longer active as per the Dept. of State, and a new corporation, John Deo Corp., is active in its place and using the premises. Question: By inactiving the original corporation named in the lease, and re-incorporating under a similar name where only one letter has been changed, is the tenant not assigning the lease to a new corporation / entity without my, the landlord's, permission? The lease has an assignment clause, but our tenant never told us of the corp. change. We found out a year later just by browsing the DOS web site. So, even though the people and business remain the same, is this a violation of the assignment clause because the corporation occupying the premises is different from the one named on the lease? Is this grounds for eviction? Does case law exist for similar situations. Thank you in advance for reading this and replying. DP.


Asked on 2/24/06, 4:59 pm

1 Answer from Attorneys
Stephen Loeb Law Office of Stephen R. Loeb

Re: Commercial Lease Assignment via re-incorporation

It's possible, but not definite. In effect it is as an assignment, but if the lease doesn't prohibit assignments, it may be permissible, especially if all other aspects of the lease have been in compliance. Who has been paying the rent? In what form has it been paid? If the new corporation has been paying by am ethod which indicates the new name, it can be argued that you as landlord have ratified the assignment. You may want to send your tenant a letter requesting the status of the tenant currently in occupancy of your property.

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Answered on 2/27/06, 10:11 am


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