Attornment is a tenant's agreement to recognize a new property owner as its landlord and to continue performing the lease after ownership transfers by sale or foreclosure. The clause keeps the lease alive under the new owner, so the tenant stays in place and keeps paying rent without a new agreement. It benefits the lender or buyer.
What Is Attornment in Commercial Real Estate?
Attornment is the act by which a tenant acknowledges a new owner as its landlord and agrees to remain bound by the existing lease. Per McLane Middleton and Gottlieb Law, in a foreclosure the tenant attorns to the lender or the foreclosure-sale purchaser, recognizing that party as landlord and continuing to pay rent under the same lease terms.
Without attornment, a foreclosure could extinguish the lease and let the tenant walk away, or leave the new owner without a tenant obligated to perform. The clause removes that uncertainty. It is usually the tenant's promise given in exchange for the lender's non-disturbance promise, which is why the two travel together inside an SNDA.
Attornment matters most when the landlord defaults. Per Gottlieb Law, attornment provides that in the event of the landlord's default and the property's foreclosure, the tenant will recognize the mortgagee as its landlord and remain on the lease. The lease terms do not change; only the identity of the landlord does.
Element | Effect |
Recognition | Tenant accepts the new owner as landlord |
Continuity | Existing lease terms survive the transfer |
Trigger | Sale, and most importantly, foreclosure |
Direction | The tenant's promise, given to the lender or buyer |
Why Attornment Matters
Attornment matters because it decides whether a lease survives a change of ownership. Per BFV Law, the SNDA has three parts, the first and third of which, subordination and attornment, benefit the mortgagee. Attornment is the piece that guarantees the lender or buyer inherits a paying tenant rather than an empty suite after foreclosure.
For an owner or lender, attornment converts a lease from a liability that could vanish into a durable income stream. For a tenant, attornment is the concession it gives in return for non-disturbance, the promise it will not be evicted. The quotable point for an operator: attornment does not change the rent or the term, it changes only the name on the landlord's signature line, and it keeps the tenant on the hook to the party that ends up owning the building.
Example
A lender forecloses on a $6,000,000 office building leased to a single tenant paying $40,000 per month on eight years remaining. The lease contains an attornment clause inside an SNDA. The table shows the outcome at the foreclosure sale, when the lender takes title.
Item | Before foreclosure | After foreclosure with attornment |
Landlord | Original owner | Lender as new owner |
Monthly rent | $40,000 | $40,000 |
Remaining term | 8 years | 8 years |
Tenant obligation | Pay original owner | Pay the lender |
With attornment, the lender inherits the full $40,000 monthly rent and all eight years, roughly $3,840,000 of contracted income, without renegotiating. Had the lease lacked an attornment clause, the tenant could have treated the lease as terminated at foreclosure and vacated, and the lender would have taken back an empty building it then had to re-lease at market.
Variations and Edge Cases
Attornment is not a single fixed term: whether it is automatic, and what protection the tenant gets in return, varies with the document. The table below covers variants an operator should confirm before signing.
Variant | Treatment |
Attornment inside an SNDA | Paired with non-disturbance, so the tenant gains protection for its promise |
Standalone attornment clause | Sits in the lease itself and binds the tenant to any future owner |
Automatic attornment | Takes effect on transfer without a new signature, per Law Insider clause samples |
Attornment on sale | Recognizes an ordinary buyer, not only a foreclosing lender |
Attornment without non-disturbance | Tenant recognizes the new owner but is not protected from eviction, an unbalanced position |
The common mistake for a tenant is agreeing to attorn without a matching non-disturbance promise. In that position the tenant must recognize the lender as landlord, yet the lender is free to terminate the lease at foreclosure, all obligation and no protection.
Attornment vs Subordination
Attornment is often confused with subordination, and the two are opposite-facing promises inside the same SNDA. Attornment is the tenant's agreement to recognize the new owner as landlord and keep performing the lease after a transfer. Subordination is the tenant's agreement that its leasehold ranks below the lender's mortgage in priority.
The distinction is timing and effect. Per Gottlieb Law, subordination establishes that the tenant's lease holds a lower priority than the lender's mortgage, ensuring the lender's interests come first, while attornment ensures the tenant honors the lease with a new owner if ownership changes hands. Subordination sets the pecking order before default; attornment governs the relationship after foreclosure.
Frequently Asked Questions
What does attornment mean in a commercial lease?Attornment means the tenant agrees to recognize a new property owner as its landlord and to continue performing the existing lease after ownership transfers by sale or foreclosure. Per McLane Middleton, the tenant attorns to the lender or foreclosure purchaser and keeps paying rent under the same terms, so the lease survives the change of ownership.
Why do lenders require attornment?Lenders require attornment so that if they foreclose, they inherit a paying tenant bound to the existing lease rather than an empty building. Per BFV Law, attornment is one of the two SNDA components that benefit the mortgagee, converting a lease that could vanish at foreclosure into a durable income stream the lender can rely on.
What is the difference between attornment and non-disturbance?Attornment is the tenant's promise to recognize the new owner as landlord, which benefits the lender. Non-disturbance is the lender's promise not to evict the tenant after foreclosure, which benefits the tenant. In an SNDA the two are exchanged together, so the tenant's recognition is matched by protection from eviction.
Related Terms
SNDA
Subordination Agreement
Estoppel Certificate
Holdover Clause
Renewal Option