General information
Common vocabulary:
Assignor
Refers to the lessee who assigns his lease, i.e. who is vacating the leased premises.
Assignee
Refers to the person in favour of whom the lessee assigns his lease, i.e. the person who will occupy the leased premises.
Sublessor
Refers to the current lessee who wants to sublease, i.e. the one who is vacating all or part of the leased premises.
Sublessee
Refers to the person in favour of whom the lessee subleases the premises, i.e. the person who will occupy the leased premises.
Formalities
The formalities outlined in the Civil Code of Québec are the same for a lease assignment or subleasing.1 The information contained in this guide reflects the provisions of the Civil Code of Québec. The lessor and lessee may agree to different clauses in the contract between them, so be sure to refer to the applicable clauses.
Notice of assignment or sublease and lessor’s approval
The lessee (assignor or sublessor, as the case may be) must notify the lessor in writing of the name and address of the assignee or sublessee, as the case may be.2 Other information could be useful, such as the date of the assignment or sublease. Where confidential information is concerned, prior authorization will have to be obtained from the prospective assignee or sublessee.
Lessor’s approval or refusal
The lessor must inform the lessee of his refusal of the sublease or lease assignment within 15 days after receiving the notice.3 A refusal must be motivated. Under the Civil Code of Québec, the lessor may not refuse without a serious reason.4 Financial capacity, a destination of the leased premises contrary to that provided for in the lease, or a bad reputation could constitute serious reasons. If the lessor does not provide his reasons for refusing within the period prescribed, he will be deemed to have consented.5 As stated, in a commercial lease the principles set out in the Civil Code of Québec are not of public order. Consequently, these rules are often modified by provisions in the lease (e.g., shorter time limits, provision that the lessor’s failure to respond within the time limit means his refusal, etc.).
1 Art. 1870 C.C.Q.
2 Ibid.
3 Art. 1871 (2) C.C.Q.
4 Art. 1871 (1) C.C.Q.
5 Art. 1871 (2) C.C.Q.
