| ICSC Legal Database - Cases | Monday, February 22, 1999 05:01 PM |
| Citation: |
| Aiello v. Austria_, 2 Conn. App. 465, 479 A. 2d 1234, cert. denied, 194 Conn. 803, 482 2d 709 |
| Issue: |
| Whether as a matter of law, an assignment occurs in violation of a covenant against assignment merely |
| because the form of the lessee's business changes from a partnership to a corporation. |
| Facts: |
| Plaintiffs (lessors) executed lease in 1964 with defendant physicians (lessees) for the conduct of a partnership |
| medical practice., Under the lease which terminated in 1981, an assignment or sublet was not allowed without |
| lessor's consent. In November, 1978, lessees formed a professional corporation, of which they were sole |
| shareholders. The partnership ceased to operate. Lessors refused request of lessees for assignment of the |
| lease to the corporation. Rental payments were then made by the corporation and accepted by lessors. In June, |
| 1980, lessors sued for the fair market rental value from November, 1978 to the end of the lease term in 1981. |
| The Trial Court found there was no assignment and rendered judgment for a balance of unpaid rental in the |
| amount of $40 due to underpayment for the last two months of the lease. |
| Holding: |
| Affirmed. A covenant against assignment is disfavored and must be construed strictly against the landlord. A |
| mere change in form from partnership to corporation did not amount to an assignment. |
| Classification 1: |
| Landlord and Tenant |
| 00114 - Legal Update - Winter 1984 |
|
