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Legal Memorandum: Partnership's Lease Rights in KY

Issue: Whether a party may be entitled to an order specifically enforcing a Partnership’s original lease with a landlord and thus extinguishing the subsequent lease between a landlord and the widow of a partner.

Area of Law: Business Organizations & Contracts, Real Estate Law
Keywords: Partnership's lease rights; Original lease
Jurisdiction: Federal, Kentucky
Cited Cases: 159 S.W. 1157; 118 Cal. App. 3d 571
Cited Statutes: None
Date: 08/01/2010

If the Partnership has valid legal rights under the pre-existing lease with a landlord, the widow’s lease must be voided and the Partnership’s lease rights specifically enforced.

A lease is but a conveyance of an estate in realty.  . . . It divests the owner, for a given time, of a certain estate in the realty, leaving in him a reversion.  In a sense, therefore, the lessee is as much the owner of the right of possession of the leased premises as the grantee in a deed is the owner of the freehold, and in either case it is the duty of the grantor to place the grantee in possession of the property.

Mattingly’s Executor v. Brents, 159 S.W. 1157, 1160 (Ky. 1913).  Just as a landlord would be obligated under the terms of its lease to surrender possession of the premises to the Partnership at the commencement of the lease period, so too is it obligated to do nothing that interferes with its continued possession of the property throughout the duration of the lease.  By entering into the subsequent lease with the widow, a landlord would be granting a widow a right of possession inconsistent with the Partnership’s rights that must be extinguished through specific performance of the Partnership’s superior lease and voiding the widow’s later lease.  See Goldstein v. Thomas, 118 Cal. App. 3d 571 (1981) (Lessee’s lease was void when entered into with notice of pre-existing, superior legal rights to the […]

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