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From leasing-commercial
Drafts or reviews consent to assignment agreements for commercial leases, evaluating tenant liability, recapture rights, and assignment-plus-sublease structures.
npx claudepluginhub reggiechan74/vp-real-estate --plugin leasing-commercialHow this skill is triggered — by the user, by Claude, or both
Slash command
/leasing-commercial:consent-to-assignment-expertThe summary Claude sees in its skill listing — used to decide when to auto-load this skill
**Assignment** = Tenant transfers entire remaining lease interest to assignee. Assignee steps into tenant's shoes as the direct tenant. Unlike sublease, there's no "sandwich" - assignee deals directly with landlord.
Analyzes assignment and subletting consent requests under Ontario's Commercial Tenancies Act s.24, evaluates reasonable grounds for refusal, and guides drafting of consent clauses and recapture rights.
Prepares entity transfer documents, closing packages, and assignment agreements for CRE acquisitions. Handles LLC/LP/DST/UPREIT/C/S-Corp/trust entities, ownership chains, 1031 exchanges, FIRPTA withholding, and state-specific taxes/fees.
Reviews IP clauses in agreements — assignment, ownership, licenses, warranties, indemnities. Flags risks, highlights gaps, and suggests redline language.
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Assignment = Tenant transfers entire remaining lease interest to assignee. Assignee steps into tenant's shoes as the direct tenant. Unlike sublease, there's no "sandwich" - assignee deals directly with landlord.
Key distinction: Assignment transfers the ENTIRE interest (remaining term). Sublease transfers LESS (shorter term, smaller space, or subject to conditions).
Privity of Estate: Created between landlord and assignee (direct relationship) Privity of Contract: Original tenant remains in privity of contract with landlord Result: Assignee is primarily liable, original tenant secondarily liable (unless released)
Critical principle: Original tenant is NEVER released unless landlord explicitly agrees. Even if assignee has stronger credit, original tenant remains on the hook for the full remaining term including renewals.
When tenant requests consent to assign:
1. Consent: Approve with conditions (consent fee, continued tenant liability, security from assignee)
2. Refuse: Deny on reasonable grounds (poor credit, incompatible use, reputation issues, regulatory concerns). "Reasonableness" standard applies unless lease grants landlord absolute discretion.
3. Recapture: Terminate lease, take space back, re-lease to assignee or another tenant at market rent. Eliminates original tenant's liability but tenant loses the lease.
Tenant pays consent costs: legal fees ($2K-$5K), admin fee ($500-$2K), credit checks ($500-$1K). Total typically $3K-$8K.
Common in professional corporation sales (dentists, doctors, lawyers):
Sublease provisions in this context:
1. Multiple Liable Parties: Can sue assignee (primary), original tenant (secondary), or both. Joint and several liability.
2. No Release of Original Tenant: Assignment doesn't discharge original tenant. Tenant remains liable throughout term even if assignee is stronger credit.
3. Right to Amend with Assignee: Landlord can negotiate rent increases, term extensions, use changes with assignee. Original tenant liable for ALL amendments without tenant's consent. (Tenant should negotiate limits on material amendments.)
4. Bankruptcy Protection: If assignee disclaims lease in bankruptcy, tenant must step back in and execute new lease for unexpired term.
5. No Duty to Preserve Security: If landlord loses assignee's security deposit (even through negligence), tenant still fully liable.
Reality: Landlords rarely grant releases. Standard outcome is tenant remains liable throughout term.
Scenario 1: Tenant Wants Full Release Landlord position: No release, non-negotiable. Compromise options: (1) Sunset after 24 months good performance; (2) Cap liability at 12 months rent after 2 years; (3) Release if assignee maintains specified net worth. Typical outcome: Landlord refuses, tenant remains liable.
Scenario 2: Landlord Wants Personal Guarantee from Assignee's Principals When reasonable: Assignee is startup, thin capitalization, weak credit. When unreasonable: Assignee is strong established company with substantial assets. Compromise: Limited guarantee (12-24 months rent), burns off after 2 years, or LC instead.
Scenario 3: Assignment to Competitor of Landlord Landlord CAN refuse if: Express lease prohibition, competitor would gain confidential information, material harm to landlord's business. Landlord CANNOT refuse if: Purely personal competitive objection with no legitimate property-related reason.
Limit Landlord's Amendment Rights: "Tenant's consent required for any amendment that: (i) increases financial obligations by >10%; (ii) extends term beyond current expiry; (iii) changes permitted use materially; (iv) adds new material obligations."
Cap Liability: "Tenant's maximum liability following assignment shall not exceed 12 months' rent and additional rent."
Duty to Mitigate: "Landlord shall use commercially reasonable efforts to mitigate damages and re-let premises if assignee defaults."
Notice Rights: "Landlord shall provide tenant with copies of all default notices sent to assignee concurrently, and tenant shall have right to cure within same period."
Acknowledgment of Condition: Document condition with photos/video before possession. Assignee accepts "as-is."
Confirmation of No Defaults: Landlord confirms: (a) lease in full force; (b) no outstanding defaults; (c) all rent paid; (d) no claims or disputes.
Operating Expense Reconciliation: Landlord provides recent operating expense reconciliation within 30 days. Assignee only responsible for expenses accruing from assignment date forward.
For Landlords:
For Tenants:
For Assignees:
For Landlords:
For Tenants:
For Assignees:
Invocation: Ask in natural language, e.g. "Analyze the assignment consent request for this lease."
This workflow is handled directly by the skill — no slash command required.
Apply tenant credit analysis:
CONSENT TO ASSIGNMENT OF LEASE
THIS CONSENT made as of [DATE]
AMONG:
[LANDLORD NAME] ("Landlord")
- and -
[CURRENT TENANT NAME] ("Assignor")
- and -
[PROPOSED ASSIGNEE NAME] ("Assignee")
RECITALS:
A. Landlord and Assignor are parties to a lease dated [DATE] for premises at [ADDRESS].
B. Assignor wishes to assign all rights and obligations under the Lease to Assignee.
C. Assignee wishes to accept the assignment and assume all Lease obligations.
D. Pursuant to Section [X] of the Lease, Landlord's consent is required.
1. CONSENT
Landlord consents to the assignment effective [DATE] ("Effective Date"), on the following terms and conditions:
2. ASSUMPTION OF OBLIGATIONS
Assignee accepts the assignment and assumes all of Assignor's obligations from the Effective Date:
(a) Payment of all rent and additional rent
(b) Compliance with all covenants and conditions
(c) Maintenance and repair obligations
(d) Insurance requirements
(e) All other tenant obligations
3. CONTINUING LIABILITY
Assignor acknowledges:
(a) Assignor remains jointly and severally liable with Assignee throughout the term
(b) Landlord may amend the Lease with Assignee without Assignor's consent; Assignor remains liable
(c) If Assignee goes bankrupt and disclaims the Lease, Assignor must execute a new lease for the unexpired term
(d) Assignor's liability survives even if Landlord loses Assignee's security deposit
4. REPRESENTATIONS AND WARRANTIES OF ASSIGNEE
(a) Duly incorporated and validly existing under laws of [JURISDICTION]
(b) Full power and authority to enter into this Consent
(c) Financial statements provided are true and accurate
(d) No pending proceedings that would materially adversely affect Assignee
(e) Will use Premises only for [PERMITTED USE]
5. CONDITIONS PRECEDENT
(a) Payment of assignment fee of $[AMOUNT] on or before [DATE]
(b) Delivery of financial statements [specify]
(c) Updated insurance certificates naming Landlord as additional insured
(d) [If applicable] Personal or corporate guarantee
(e) [If applicable] Increase of security deposit to $[AMOUNT]
(f) Execution of this Consent by all parties
6. ADDITIONAL REQUIREMENTS [if applicable]
- Annual financial statements within 90 days of year-end
- Guarantee by [GUARANTOR NAME] attached as Schedule A
- [If rent differs] Profit Participation: Assignor pays Landlord [50%] of any excess rent over base rent within 10 days of receipt
- [If higher-risk use] Permitted Use limited to [SPECIFIC USE], excluding [PROHIBITED ACTIVITIES]
7. LEASE REMAINS IN FORCE
Except as expressly modified, all Lease terms remain binding upon Assignee.
8. NO FURTHER ASSIGNMENT
Any further assignment or subletting requires Landlord's prior written consent per the Lease.
9. AMENDMENT TO LEASE
(a) All references to "Tenant" mean Assignee from and after the Effective Date
(b) Notices to Tenant: [ASSIGNEE ADDRESS]
10. COSTS
Assignor and Assignee jointly and severally liable for Landlord's reasonable legal fees ($[AMOUNT]).
[SIGNATURE BLOCKS — Landlord / Assignor / Assignee]
SCHEDULE A — GUARANTEE [if required]
SCHEDULE B — ENVIRONMENTAL COMPLIANCE CERTIFICATE [if required]
Save to Reports/YYYY-MM-DD_HHMMSS_[tenant]_assignment_analysis.md
Report includes:
"Analyze the assignment consent for
/path/to/lease.md— Tenant ABC Corp wants to assign to XYZ Inc, 3-year-old manufacturing company.""Run an assignment consent analysis using
/path/to/lease.md,/path/to/request.pdf, and/path/to/assignee_financials.pdf."