Lease Assignment vs Sublease: What You Inherit
Whether you take a lease by assignment or sublease decides who your landlord really is — and how exposed you are.
Last reviewed: May 26, 2026 by the BizLeaseCheck Editorial Team
General information, not legal advice.
Overview
There are two main ways to take over an existing commercial lease without a brand-new lease: an assignment and a sublease. They look similar but create very different legal relationships and risk.
Knowing which one you are doing tells you whom you answer to, what you can enforce, and how much you are on the hook for.
Topics to check
In an assignment, the original tenant transfers the entire remaining leasehold to you. You gain privity of estate with the landlord and generally deal directly with the landlord, taking on the tenant’s rights and obligations under the lease.
Because you step into the lease itself, you inherit its full terms — and, unless the landlord grants a release, the original tenant often remains liable too, which the landlord may prefer.
Vertical privity (Cornell LII Wex)In a sublease, the original tenant leases the space (or part of it) to you for a shorter term and remains the tenant under the master lease. There is no privity of contract between you and the landlord — you answer to the original tenant (the sublandlord), who answers to the landlord.
That means your rights depend on the sublandlord’s performance: if they default on the master lease, your sublease can be terminated even if you have paid, which is the central risk of subleasing.
Sublease (Cornell LII Wex)An assignment gives you a direct relationship with the landlord and the full benefit of the lease; a sublease leaves you dependent on the sublandlord. If you sublease, ask for a recognition or non-disturbance agreement from the landlord (so your sublease survives a master-lease default), confirm the master-lease terms, and align the sublease with them.
Either way, get the landlord’s written consent and confirm exactly which obligations you are taking on.
Key takeaways
- An assignment transfers the whole leasehold; you deal directly with the landlord (privity of estate).
- A sublease leaves the original tenant as the master tenant; you answer to them, not the landlord.
- In a sublease you have no privity of contract with the landlord, so a master-lease default can end your sublease.
- If subleasing, seek a landlord recognition/non-disturbance agreement and confirm the master-lease terms.
- In both, the original tenant often stays liable unless the landlord grants a release.
Official resources
Legal-review notes
Guide confidence marker: Medium confidence.
- The exact rights and liabilities of assignment vs sublease depend on the lease and state law; confirm with counsel.
- Privity and continuing-liability rules vary; have an attorney review the structure.
Frequently asked questions
What is the difference between an assignment and a sublease?
An assignment transfers the entire remaining lease to you, so you deal directly with the landlord (privity of estate). A sublease leaves the original tenant as the master tenant and you rent from them — you have no direct contract with the landlord, so you depend on the sublandlord’s performance.
Why is a sublease riskier for me?
Because you have no privity of contract with the landlord. If the sublandlord (the original tenant) defaults under the master lease, the landlord can terminate it — and your sublease with it — even if you have paid in full. A landlord recognition or non-disturbance agreement helps protect you.
Does the original tenant stay liable?
Often yes. In a sublease the original tenant remains the master tenant. In an assignment, the assignor frequently stays liable to the landlord unless the landlord grants a release or the parties sign a novation. Confirm the liability arrangement in writing.