David B.

Senior Transactional Counsel
Member Since: September 5, 2023
SF Bay Area

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6 Questions Answered / 4 Recent Answers
December 6, 2023
A: I'd be happy to help with this. Normally, leases are freely transferable (by the landlord and the tenant) if the lease does not mention assignability and/or subleasing. However, the landlord and tenant are free to agree to limits to assignability/subleasing in the lease and such limits are enforceable against both parties. Landlords typically want to know a lot about any potential tenant, so the right to assign or sublease is substantially curtailed in most leases. Often, the landlord will reserve the absolute right to approve a new tenant (meaning such approval can be withheld for any or no reason). Tenants are often bargaining from a seriously disadvantaged position. Not only does the lease limit the ability to assign but the tenant is typically in tight economic circumstances. On the other hand, the landlord typically wants the premises filled with a rent-paying tenant. I've negotiated subleases from both perspectives and am confident I can guide you to a mutuallt beneficial resolution to this matter.
November 25, 2023
A: Generally speaking, a security deposit is refundable after a lease expires if the tenant complies with all of the terms and conditions of the lease. When a landlord leases a commercial building, they are giving the tenant possession of a very valuable asset and they are trusting the tenant to maintain and care for it. The deposit gives some assurance to the landlord that if the premises is damaged or rent is not paid, there is a source of money to pay the landlord. This is the general way security deposits work but the landlord and tenant can agree to substantially different terms.
November 25, 2023
A: The general rule is that contracts may be freely assigned to third parties. However, most agreements have clauses that limit or prohibit assignment unless the non-assigning party agrees to the assignment.
November 25, 2023
A: It seems that you are thinking of signing a letter of intent. A letter of intent ("LOI") is normally used to summarize the key points of a deal upon which the parties have reached an understanding. It is a prelude to a full set of agreements used to purchase a business. After the LOI is signed, the parties negotiate the minutiae of a deal and prepare the final set of agreement. LOIs usually contain a statement that the LOI does not bind either party to move forward with a deal. For the most part this is true. However, case law is replete with cases where the LOI was enforced against an unwilling party despite the disclaimer in the LOI. Generally speaking, courts will enforce an LOI where one party did not act in good faith after the LOI was signed, refused to negotiate or signed the LOI for nefarious purposes. A person contemplating an LOI should not assume that language saying the agreement is not binding will clear them of all responsibility. There is a duty to negotiate in good faith.