An assignment and assumption agreement is the document that transfers one party's rights and obligations under an existing commercial lease to a new party. The assignor conveys its interest, the assignee assumes performance of the remaining lease terms, and the original lease stays in force. Absent a separate release, the assignor remains liable to the landlord.
What Is an Assignment and Assumption Agreement?
An assignment and assumption agreement is a two-sided transfer document: the assignor assigns its lease rights, and the assignee assumes the lease obligations. It does not create a new lease. The existing lease continues on its original terms, with a new tenant standing in the assignor's place for future performance. Landlord consent is almost always required for the transfer to bind.
The document's defining feature is what it does with liability. As legal practitioners note, an assignment transfers rights and obligations but does not release the assignor from ongoing liability to the counterparty unless that counterparty separately agrees to a release. Most landlords insist the original tenant stay secondarily liable, so the landlord keeps recourse if the assignee later defaults. The agreement therefore records both the transfer and, often, the survival of the assignor's exposure.
Component | What the abstract should capture |
Assignor | The exiting tenant transferring the lease |
Assignee | The incoming tenant assuming performance |
Effective date | When obligations shift to the assignee |
Consent | Landlord's written approval of the transfer |
Release | Whether the assignor is released or stays liable |
Why an Assignment and Assumption Agreement Matters
An assignment and assumption agreement matters because it changes who performs the lease while often leaving the original tenant on the hook, and that liability tail is easy to miss in an abstract. A buyer relying on a rent roll needs to know whether the credit tenant it thinks it has is the assignee, the still-liable assignor, or both together.
The distinction is not cosmetic. As commercial leasing counsel observe, even when assignment is permitted, most landlords require the original tenant to remain liable so the landlord has recourse if the new tenant defaults. The quotable point for an operator: an assignment and assumption agreement moves the lease to a new tenant, but it does not erase the old one unless a release says so in writing. Reading the release language, or its absence, is the single most valuable line in the abstract.
Example
A tenant with a 10-year lease at $500,000 per year and 6 years remaining assigns the lease. The assignee assumes the remaining term. The landlord consents but declines to release the assignor. The table shows who is liable if the assignee defaults in year 8.
Party | Status after assignment | Exposure on default |
Assignee | Primary tenant, assumed obligations | Full remaining rent owed |
Assignor | Not released, secondarily liable | Landlord may pursue for the shortfall |
Remaining rent at default | 3 years x $500,000 | $1,500,000 at risk |
If the assignee defaults with 3 years left, $1,500,000 of remaining rent is exposed. Because the landlord withheld a release, it can pursue the assignor for that balance. Had the agreement included a release, the assignor would owe nothing. The presence or absence of one clause moves $1,500,000 of liability.
Variations and Edge Cases
An assignment and assumption agreement behaves differently depending on consent, release, and how the deal is structured. The table below covers variants an operator should confirm before relying on one.
Variant | Treatment |
With release | Assignor is discharged; only the assignee remains liable |
Without release | Assignor stays secondarily liable behind the assignee |
Landlord consent | Usually required; an unconsented assignment can be a default |
Entity-level transfer | A change of control can trigger the assignment clause even with no signed assignment |
Assignment of contract vs lease | The same document type also transfers loans, PSAs, and service contracts |
Assignment and Assumption Agreement vs Novation
An assignment and assumption agreement is often confused with a novation, but they treat the original party differently. An assignment and assumption agreement transfers rights and obligations while keeping the original lease in place, and the assignor stays liable unless separately released. A novation extinguishes the original contract and replaces it with a new one, releasing the original party entirely.
The distinction is whether the old tenant is truly gone. Under an assignment without a release, the assignor remains a backstop the landlord can pursue. Under a novation, all parties consent to substitute the new tenant, the prior contract ends, and the original tenant is discharged. A novation requires the landlord's agreement; an assignment can leave the landlord's recourse intact by design.
Frequently Asked Questions
Does an assignment and assumption agreement release the original tenant?Not by itself. An assignment transfers rights and obligations but does not release the assignor from liability to the landlord unless the landlord separately agrees to a release. Most landlords keep the original tenant secondarily liable, so a plain assignment leaves the assignor as a backstop if the assignee defaults.
What is the difference between an assumption and a novation?An assignment and assumption keeps the original lease in force and transfers obligations to the assignee, with the assignor often still liable. A novation extinguishes the original contract and creates a new one between the landlord and the new tenant, releasing the original tenant entirely. Novation requires all parties, including the landlord, to consent.
Does an assignment need landlord consent?Most commercial leases require the landlord's written consent before an assignment is effective, and an assignment made without required consent can trigger a default under the lease. The assignment and assumption agreement typically records or attaches that consent, along with any release the landlord does or does not grant.
Related Terms
Assignment and Subletting
Lease Abstract
Estoppel Certificate
Commercial Lease Agreement