Transferring Ownership Is Not Transfer of a Lease
In a decision rendered earlier this year in
Massachusetts, the distinction between transferring ownership of a LLC and its
assets was reinforced. Altitude, Inc. v.
Altitude Properties, LLC, 95 Mass. App. Ct. 1102, 124 N.E.3d 158 (table),
2019 WL 1092667 (Mass. Ct. App. March 8, 2019).
In this instance, the LLC was a tenant under a
lease agreement that, inter alia,
prohibited transfer of the lease. The owner of the LLC transferred ownership to
a new member. The landlord asserted that this constituted a forbidden transfer
of the lease.
The court rejected that assertion, holding
rather that the transfer of the entire ownership of the tenant LLC is not an “assignment”
of the lease that would be prohibited thereby.
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