WILLIAM E. SILVER, APPELLANT,
v.
ABBOT REALTY INC., A FLORIDA CORPORATION, APPELLEE
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William Silver inherited tenant leases in the Kendix Building through assignment but assumed no obligations. When a tenant exercised a renewal option, Abbot Realty sued Silver for brokerage commissions allegedly owed under the original lease. The court reversed, holding that brokerage commission covenants are personal covenants that do not run with the land and do not bind successors who do not assume them.
Personal covenants relating to brokerage commissions do not run with the land. A transferee of a lease takes free of personal covenant obligations unless the transferee expressly assumes them. Silver, who did not assume any obligations in the assignment, is not liable for Abbot's commission claim.
[1] A broker's commission agreement in a lease, which provides for payment during the term of the lease and any renewals, is a personal covenant and does not run with the lan…
[2] A transferee of a lease takes the leasehold interest free of any personal covenants contained in the original lease, unless the transferee expressly assumes the obligatio…
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Join FLexlaw to unlock all legal intelligence“Similar agreements have been held to be personal covenants and as such they do not run with the land. If a covenant is personal it binds only the original parties and those who may assume its obligation and upon a transfer of a lease the transferee takes free of the obligation of any personal covenant appearing in the lease.”
Establishes the fundamental rule that personal covenants do not bind successors in interest who do not assume them
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Join FLexlaw to unlock all legal intelligenceIn July 1964, Kendix Corporation leased office space in the Kendix Building to tenant Seymour Beiser. The lease included a renewal option and provided…
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In July 1964 the Kendix Corporation was the lessee for 99 years of certain properties known as the Kendix Building. On July 16, 1964 it leased certain office space in the Kendix Building to a tenant, Seymour Z. Beiser. The written lease with Beiser gave him an option to renew. It also provided that Abbot Realty was the broker and that the lessor (Kendix Corporation) would pay Abbot a commission for the term of the lease and for any succeeding terms of renewals thereof.
Later, Kendix Corporation assigned its interest in the 99 year lease to the Pearys. The Pearys ultimately assigned their interest in the 99 year lease to William E. Silver and they also assigned to Silver the tenant leases in the Kendix Building. Silver assumed no obligations or liabilities in the assignment of the tenant leases.
In 1969 Beiser exercised the option in his lease and renewed his sublease for office space in the Kendix Building for five years. Abbot sued Silver to recover the monies allegedly due it as a brokerage commission for the renewal of the lease. The trial judge rendered a final judgment for Abbot and Silver has appealed.
The only point on appeal concerns the liability, if any, of Silver. Similar agreements have been held to be personal covenants and as such they do not run with the land. If a covenant is personal it binds only the original parties and those who may assume its obligation and upon a transfer of a lease the transferee takes free of the obligation of any personal covenant appearing in the lease. See James Talcott, Inc. v. Roy D. Warren Commercial, Inc., 120 Ga.App. 544, 171 S.E.2d 907 (1969); Spivak v. Madison—54th Realty Co., 60 Misc.2d 483, 303 N.Y.S.2d *39128 (1969), and 51C C.J.S. Landlord & Tenant § 44[3].
The same rule applies in cases involving the liability of purchasers of the premises or the land. Cf. Hunter v. Benamy Realty Company, 115 Ga.App. 829, 156 S.E.2d 160 (1967); Blasser v. Cass, 158 Tex. 560, 314 S.W.2d 807 (1958); and Keyes Company v. Frazier, Fla.App.1968, 213 So.2d 276.
The final judgment herein appealed is reversed and the cause remanded with directions to enter final judgment for the defendant Silver.
It is so ordered.
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Outdoor Resorts OF Am., Inc. v. Outdoor Resorts AT Nettles Island, Inc., 379 So. 2d 471 (Fla. 4th DCA 1980)…notice of the population and building explosion in and around Stuart, Fort Pierce, Hutchinson Island and Nettles Island, the brokers trade area referred to in the transcript. .§ 542.12(1), Fla.Stat. (1977). . But see Silver v. Abbot Realty, Inc., 249 So. 2d 38 (Fla.3d DCA 1971).…
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- The Keyes Co. v. Frazier, 213 So. 2d 276 (Fla. 3d DCA 1968)