Ernst v. Conditt

390 S.W.2d 703 (1965)

Quick Summary

Walter Ernst and Emily Ernst (plaintiffs) sued A.K. Conditt (defendant) over unpaid rent and removal costs tied to a property lease initially managed by Frank D. Rogers. The key issue was whether Conditt’s agreement with Rogers amounted to an assignment of lease obligations.

The Tennessee Court of Appeals ruled that despite indications of a sublease, the agreement effectively transferred full lease rights to Conditt, making it an assignment with direct liability for Conditt.

Facts of the Case

B. Walter Ernst and Emily Ernst (plaintiffs) leased their land to Frank D. Rogers, who initially operated a Go-Cart business on the property. Rogers later sold this business to A.K. Conditt (defendant). To facilitate this transition, an amendment to the lease was made, extending the term and allowing Rogers to ‘sublet’ the premises to Conditt with the understanding that Rogers would remain liable for lease terms.

Conditt took over the business but soon stopped paying rent, resulting in a dispute over his liability for rent and the removal of improvements made to the land.

As the lease approached its expiration, the Ernsts demanded back rent and removal of improvements from Conditt, who did not comply. This led the Ernsts to take legal action against Conditt, asserting that his agreement with Rogers was an assignment of the lease, making Conditt directly liable to them for rent and associated costs. The trial court agreed with the Ernsts, prompting Conditt’s appeal.

Procedural Posture and History

  1. The Ernsts leased land to Rogers, who then assigned the lease to Conditt.
  2. Conditt ceased paying rent and did not remove improvements upon lease termination.
  3. The Ernsts sued Conditt, claiming his agreement was an assignment, not a sublease.
  4. The trial court found in favor of the Ernsts, holding Conditt liable.
  5. Conditt appealed the decision to the Tennessee Court of Appeals.

I.R.A.C. Format


Whether the agreement between Rogers and Conditt constituted an assignment of the lease, thereby making Conditt directly liable to the Ernsts for rent and other obligations under the lease.

Rule of Law

An assignment of a lease transfers the entire interest of the lessee to another party, creating privity of contract between the assignee and the lessor and making the assignee directly liable for lease obligations. Conversely, a sublease transfers a lesser interest and does not establish privity of contract between the sublessee and the lessor, leaving the original lessee primarily liable.

Reasoning and Analysis

The Court assessed both the written agreement between Rogers and Conditt, and the surrounding circumstances of their transaction. It concluded that by selling his business and transferring all rights to Conditt, Rogers effectively assigned his entire interest in the property.

Despite using terms like ‘sublet’ in their agreement, the Court determined that no reversionary interest or right of re-entry was retained by Rogers, which are characteristic of a sublease. The Court also noted that while Rogers agreed to remain liable for lease performance, this did not create a reversionary interest that would indicate a sublease.

Underlying this reasoning is the principle that contractual language should be interpreted based on the intent of the parties involved. The Court’s analysis found that both parties intended for Conditt to assume full responsibility for the lease obligations, as evidenced by his possession of the property and payment of rent directly to the Ernsts. Thus, it was held that an assignment occurred, not a sublease.


The Court affirmed the trial court’s decision, holding that Conditt was directly liable for rent and other obligations under the lease due to it being an assignment rather than a sublease.

Key Takeaways

  1. An assignment of a lease transfers all interests of the original lessee to another party, establishing direct liability between the assignee and lessor.
  2. The use of terms such as ‘sublet’ in an agreement does not necessarily determine its legal character as an assignment or sublease; instead, the parties’ intent and full transfer of interests are crucial factors.
  3. Retaining personal liability by an original lessee does not create a reversionary interest indicative of a sublease when an entire lease is transferred.

Relevant FAQs of this case

What implications does an assignee face when taking over a lease agreement?

An assignee becomes the new lessee in the eyes of the law and directly inherits all rights and obligations under the original lease agreement, including payment of rent, maintenance of the property, and adherence to any other stipulated terms.

  • For example: If Alex assigns his leased apartment to Taylor, Taylor is now responsible for paying rent to the landlord and following all rules of the lease as if Taylor originally signed it.

What distinguishes an assignment from a sublease?

An assignment transfers the lessee’s entire interest in a lease to another party, making them directly responsible to the landlord. A sublease involves transferring only part of the lessee’s interest while the original lessee retains some rights or interests under the original lease.

  • For example: Bob leases his shop to Trisha for two years (assignment), so Trisha now deals directly with Bob’s landlord. If instead Bob lets Trisha use his shop for six months while he’s away (sublease), Bob remains responsible to his landlord.


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