Dayenian entered into a two-year lease agreement for an apartment with Monticello Realty Corporation on July 14. On October 26 of that year, she signed a portion of the lease headed “Assignment,” which stated that she assigned all her rights, title, and interest in the lease to Lambert from December 1 onward but that she was not relieved of any liability under the lease. Lambert accepted this on November 8 by signing a section titled “Acceptance of Assignment.” That same day, Monticello Realty executed a portion of the lease entitled “Consent to Assignment,” which consented on the condition that Dayenian remain liable for payment of rent. In March of the following year, Lake Shore Drive Development Company mailed Lambert a notice of intent to convert the apartment building to a condominium; the notice provided for a right of first refusal to purchase the apartment if he responded. Lambert never acted upon this notice, and in May the developer entered into a contract to sell the apartment to another party. Dayenian sued, claiming that she should have been given the right of first refusal because she was the tenant of the apartment at the time the notice to convert was sent and that the transfer to Lambert was a sublease.

CASE QUESTIONS

1. Is the transfer an assignment or a sublease? Why?

2. What do the courts examine in making this determination?