Lease – Transfer of ownership of the thing leased

Lease – Transfer of ownership of the thing leased

Art. 2711. Transfer of thing does not terminate lease. The transfer of the leased thing does not terminate the lease, unless the contrary had been agreed between the lessor and the lessee.

Art. 2712. Transfer of immovable subject to unrecorded lease. A third person who acquires an immovable that is subject to an·unrecorded lease is not bound by the lease. In the absence of a contrary provision in the lease contract, the lessee has an action against the lessor for any loss the lessee sustained as a result of the transfer.

Revision Comments – 2004. (b) Civil Code Article 2711 (Rev. 2004) deals with the relationship between the lessor and the lessee and provides that, in the absence of a contrary agreement between them, the transfer of the leased thing does not terminate the lease. In contrast, the first paragraph of Civil Code Article 2712 (Rev. 2004) deals with the relationship between the lessee and a “third person” who-usually through a transfer from the lessor-acquires an immovable that is subject to an unrecorded lease. This paragraph provides that the third person is not-by virtue of this acquisition alone-bound by the lease.

(c) The second paragraph of Civil Code Article 2712 (Rev. 2004) returns to the relationship between the lessor and the lessee and defines the lessee’s rights vis a vis the lessor for any loss the lessee may have sustained as a result of the transfer. For example, if the third person transferee exercises his right to evict the lessee before the end of the term, then the lessor-who has put the transferee in that position-is in breach of his obligation of warranty of peaceful possession. See C.C. art. 2700 (Rev. 2004). Because of the seriousness of this breach, Civil Code Article 2712 (Rev. 2004) gives the lessee an express cause of action to recover any loss the lessee sustained. This remedy is in keeping with the general law of obligations.