Brief Fact Summary. This case involves Plaintiff Miller seeking to cancel fourteen promissory notes of $175 each which he claims were rent payments under a lease where the premises were destroyed by fire.
Synopsis of Rule of Law. The intent of the parties will be the governing factor in determining whether an instrument is an assignment or a sublease.
Issue. Was the transfer of the “Contract and Assignment” from Defendant Jaber to Norber and Son an assignment or a sublease?
Held. Assignment. Reversed, the lower court found for Plaintiff.
The Court first stated the English rule of distinguishing an assignment from a sublease, which states that if the instrument transfers the lessee’s estate for the entire remainder of the term, it is an assignment, regardless of its form or the parties’ intentions. On the other hand, if the instrument transfers the lessee’s estate for less than the entire term (even for a day less) the instrument is a sublease regardless of the parties’ intentions.
The Court noted that the common law rule was harsh in its rigorous application. The Court noted that a skilled lawyer would have no trouble drafting either an assignment or a sublease, but an unskilled lawyer or a layperson would perhaps have his intent frustrated by application of the common law rule.
The principle announced by this Court is that the intention of the parties is to govern the determination of whether a given instrument if an assignment or a sublease.
In this case the Court holds that the transfer from Defendant Jaber to Norber and Son was an assignment because the document was titled as an assignment, the language was of an assignment and the execution of promissory notes is not an act usually done in a lease situation, but does indicate deferred payments under an assignment.
Discussion. This case contains a guide to the history of the common law rule and addresses the rules as applied by other jurisdictions. This question, should it ever arise, is one which a lawyer would do well to obtain the jurisdiction’s interpretation of the rule prior to drafting either a sublease or an assignment.