A Lease Assignment Agreement is a legal document that transfers a tenant's (the assignor's) entire remaining interest in a lease to a new tenant (the assignee), who assumes all rights and obligations under the original lease for the remainder of the lease term. Unlike a sublease, where the original tenant retains a reversionary interest and remains in a direct landlord-tenant relationship with the subtenant, an assignment transfers the assignor's complete interest, stepping the assignee into the assignor's shoes as the direct tenant of the landlord.

The legal distinction between assignment and sublease has significant practical consequences. Under the common law doctrine of privity of estate, as outlined in the Restatement (Second) of Property, Landlord and Tenant Section 16.1, an assignee becomes directly liable to the landlord for all lease covenants that run with the land, including rent, maintenance obligations, and use restrictions. The original tenant (assignor) may remain liable under privity of contract unless the landlord executes a release or novation, a point frequently litigated and addressed in cases such as Ernst v. Conditt, 54 Tenn. App. 328 (1964).

Most commercial and residential leases include provisions addressing assignment. Many leases prohibit assignment without the landlord's prior written consent, though numerous states require that the landlord's consent not be unreasonably withheld. The Restatement (Second) of Property Section 15.2 and cases such as Kendall v. Ernest Pestana, Inc., 40 Cal.3d 488 (1985) established that commercial reasonableness is the standard for evaluating a landlord's refusal to consent to an assignment.

A commercial tenant is relocating their business to a different city or larger space before the current lease expires and wants to transfer the lease to a new tenant rather than paying early termination fees or remaining liable for rent on vacant premises. A residential tenant receives a job transfer or life change requiring relocation and needs to assign their apartment lease to avoid breaking the lease.

A business owner is selling their business as a going concern and the lease for the business premises is a critical asset that must be transferred to the buyer along with the business operations. A tenant in a favorable below-market lease wants to monetize their leasehold interest by assigning it to a new tenant, though the right to receive consideration may be restricted by the lease terms.

A franchisee is transferring their franchise to a new operator, and the assignment of the premises lease is required as part of the franchise transfer. A tenant who has been subleasing part of their space decides to fully exit the lease by assigning the entire leasehold to the current subtenant or a new party.

A tenant in financial difficulty seeks to assign the lease to a creditworthy replacement tenant rather than defaulting on rent obligations and facing eviction proceedings and a damages claim.

The identification of the original lease must include the lease date, the parties to the original lease, the premises address and legal description, the lease term (commencement and expiration dates), and the current monthly rent. All amendments, addenda, and modifications to the original lease should be referenced.

The landlord's consent is typically required and must be obtained in writing before the assignment is effective. The agreement should include either the landlord's signed consent on the assignment document itself or a reference to a separate consent letter. The consent should specify whether it constitutes a release of the assignor from future liability or whether the assignor remains secondarily liable.

The assignment and assumption clause must clearly state that the assignor transfers all right, title, and interest in the lease to the assignee, and that the assignee assumes and agrees to perform all obligations of the tenant under the original lease from the effective date forward. The effective date of the assignment must be specified.

Security deposit provisions should address whether the assignor's security deposit is transferred to the assignee, returned to the assignor with the assignee posting a new deposit, or retained by the landlord and credited to the assignee. The disposition of the security deposit should be documented to avoid disputes.

Representations by both parties should be included. The assignor should represent that the lease is in full force and effect, that no defaults exist, and that the assignor has the right to assign. The assignee should represent that they have reviewed and accepted the terms of the original lease. The landlord's estoppel certificate, confirming the lease status and rent amounts, is a valuable addition.

The agreement should address responsibility for the condition of the premises at the time of assignment, proration of rent and other charges as of the effective date, and the transfer of any tenant improvements, trade fixtures, or personal property included in the assignment.