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ScottyMacESQ
ScottyMacESQ, Lawyer
Category: Real Estate Law
Satisfied Customers: 15742
Experience:  Licensed General Practice Attorney, Texas
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I am a college student in Philadelphia, PA. I moved into a

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I am a college student in Philadelphia, PA. I moved into a new construction 2 bedroom apartment built by Company A that I share with a roommate. We each signed a separate lease with Company A September 2013 which expires July 2014. Company A made several promises to my roommate and me to give us various pieces of furniture and to fix broken appliances, which they never did. Now Company A has sold the property to Company B who just sent me an email asking me to sign a new lease which changes the terms making my roommate and I joint tenants jointly and severally liable for each other and also making us responsible for certain utilities and property upkeep that we were not responsible for before under the old lease. Company B made no prior effort to notify me or get me to agree to the change in terms. Frankly I am unhappy in this apartment and would like to move out. Do I have grounds to say Company A has acted in bad faith by attempting to change the terms of the lease without notice and I am under no obligation to sign a new lease nor am I under any obligation to accept a new lease even under the same terms as the previous lease now that they have proven themselves to be untrustworthy by acting in bad faith?

ScottyMacESQ :

Thank you for using JustAnswer. I am researching your issue and will respond shortly.

ScottyMacESQ :

I'm sorry to hear about your situation. First of all, you should read the terms of the original lease that you have with Company A and see if it says anything about "successors" and "assigns". If Company A and successors and assigns have obligations and rights under your first contract, Company B most likely can hold you to the terms of the contract AND you can hold them to those terms. The promises, if they were in writing, you could still hold Company B responsible for, as they would "inherit" the obligations that Company A had to you.

ScottyMacESQ :

Now if it does NOT bind subsequent owners, then you have no obligation to them, nor they to you.

ScottyMacESQ :

In short, the two options are mutually exclusive. They can't force you to sign a new lease to stay there if they're successors to the old one. If they're not successors to the old one, they could force you to sign. Likewise, if they're successors to the old one, they can force you to abide by the terms of the original agreement, but if they're not successors to the old one, you can certainly reject the new lease and move out.

ScottyMacESQ :

Furthermore, even if they are successors to the old one, it's possible that their actions of trying to get you to sign a new lease has breached the old one. This is called the "covenant of quiet enjoyment" in that they can't take actions to try to dispossess you of your rights during the lease term. Now this would be a defense should you move out and they try to enforce the old lease against you, in that their actions clearly indicated that they were not going to stand by the old lease.

ScottyMacESQ :

If I were you, I would ask what would happen if you did not sign. They probably would say that they would ask you to leave, etc... you want to make certain that you have this in writing (email, etc...) so that you can prove it should it be an issue.

ScottyMacESQ :

Once you have them on record clearly indicating that they are not going to be bound by the old contract, then you should give your 30 days notice to vacate and leave after that time is up.

ScottyMacESQ :

Hope that clears things up a bit. If you have any other questions, please let me know. If not, and you have not yet, please rate this answer either a 3, 4, or 5 (good or better). Please note that I do not get any credit for this answer unless and until you rate it that way. Thank you, XXXXX XXXXX good luck to you!

Customer:

I would like to get a point of clarification: the current lease has this clause:

Customer:

Heirs and assigns: it is agreed and understood that all covenants of this lease shall succed to and be binding upon the respective heirs, executors, administrators, successors, and, except as provided herein, assigns of the parties hereto, but nothing contained herein shall be construed so as to allow the Tenant to transfer or assign this lease in violation of any term hereof.

Customer:

I assume, therefore, that this does allow the new owners some leverage.

ScottyMacESQ :

Yes, but also you. That is, you can tell them that it's either this clause that would bind them, or they can waive that clause and let you leave.

Customer:

What they are saying is that they are willing to give me a new individual lease, but there still would be some terms that would not be exactly the same, for instance I would be responsible for snow removal where I am not now responsible for that.

ScottyMacESQ :

Understood. To the extent that there are differing terms that modify the original, that is a new lease that would change the original.

ScottyMacESQ :

Now if it's a "suggestion" rather than a "take it or else" type situation, then it would be more difficult to say that it was unambiguously a revocation of the original lease/

Customer:

They sent me and my roommate an email saying here's your new lease, sign it and return it by Nov 6. No mention that it changes the terms, no previous discussion. I think that is a clear exhibition of bad faith. They have the previous individual leases my roommate and I have and they know our terms, there's no excuse for what they did.

ScottyMacESQ :

It does sound like that. Note, however, that "bad faith" is a defense to a breach of contract action. You don't want to use bad faith as a primary strategy. That's where you want to get them to tell you what happens if you don't sign it... If they say that they're going to kick you out, etc... that would be enough to show that they were not abiding by those terms of the lease and that you were therefore relieved of your obligation under that lease.

Customer:

Then I've jumped the gun. I sent them an email and said they exhibited bad faith and I want out. What do you recommend?

ScottyMacESQ :

See what they say. And again, say that you want to know what happens if you don't sign the new lease.

Customer:

If they say they will hold me to the terms of the old lease, do I have any alternatives? I still want to get of this place, since there's a lot wrong, including electricity is not hooked up to a meter, i think they're stealing it from the building next to us.

ScottyMacESQ :

If they want to hold you to that old lease, you can still let them know about the appliances, furniture, and other issues. Send certified letters, threaten legal action (if they don't answer), etc... Be a squeaky wheel. Go to small claims court if you have to .

Customer:

Ok, so if they want to hold me to the old lease, there's really no alternative except to make noise and be a pain and hope they let me out.

ScottyMacESQ :

Exactly.

Customer:

ok, thanks

ScottyMacESQ :

My pleasure.If you have any other questions, please let me know. If not, and you have not yet, please rate my answer AND press the "submit" button, if applicable. Please note that I don't get any credit for my answer unless and until you rate it a 3, 4, 5 (good or better). Thank you, XXXXX XXXXX good luck to you!

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