Can a landlord refuse to release me after the buyer takes over the lease?

A seller who assigns a lease to a buyer needs to know whether they are out of the lease entirely. Consent to the assignment and release of the seller are two separate questions, and the landlord can be asked about each. The answer depends on the province and on the lease, including any guarantee the seller signed.

Québec: discharge unless the parties agree otherwise

Article 1873 of the Civil Code of Québec provides that the assignment of a lease discharges the former lessee of his obligations, unless, where the lease is not a lease of a dwelling, the parties agree otherwise. For a commercial lease, look for any clause in which the lessee stays bound after assigning. Article 1871 separately limits refusal of the assignment itself to a serious reason, and article 1872 limits what a consenting lessor may charge to reasonable expenses.

Ontario and BC: the statutes do not address release

Section 23 of Ontario’s Commercial Tenancies Act deals with consent to an assignment and with a court application when consent is refused or neglected. It does not mention releasing the assigning tenant, so nothing in it requires a landlord to give a release. BC’s Commercial Tenancy Act, as published, has no provision on releasing an assignor either. Where the statute is silent, read the lease for clauses on liability after assignment and ask for the release in writing.

What to ask the landlord for

• A written release of the seller from obligations arising after the assignment date, in the consent document or a separate letter.
• A statement of whether any personal guarantee is released or continues.
• A statement of rent paid and any known defaults to the assignment date.
• Confirmation of whether the release depends on the buyer meeting any condition.

The related answer on security deposits on assignment covers a neighbouring point.