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In California, there's a lease with three people on it (call them X, Y, and Z) and the landlord (L), with six months remaining on the lease. Y, Z, and L agree to release X from the lease. Y and Z do this by signing a form that says the following:

  1. Unless otherwise stated, all terms and conditions of the prior lease... shall remain true and in effect.

  2. By signing this Extension, effective of [insert date] X relinquishes all claim of possession on the Premises and of any held security deposit. The landlord, Y, and Z agree to relinquish X from any obligation regarding the lease as mentioned above. Y, Z, and the landlord remain otherwise bound by all provisions as embodied in the lease as mentioned above.

Now, suppose there were prior electronic conversations in which X unequivocally agreed to pay for the next six months of "X's part of rent" (even when he's not on the lease) in exchange for Y and Z (landlord is not part of the conversation) agreeing to remove X from the lease.

And then X reneged on that offer by refusing to pay once the modification document (the last two paragraphs) was signed. Can Y and Z sue X in small claims for the "unpaid X's part of rent" after the [insert date]? And can Y and Z sue X in small claims before the [insert date] for what's effectively a reneged future rent?

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    Why would someone continue paying rent but otherwise give up their lease? What's the upside for them? – Azor Ahai -him- Jan 2 at 1:06
  • @AzorAhai-him- Right - they wouldn't. Which is presumably why X reneged. – Bill Andriette Jan 2 at 1:10
  • @AzorAhai-him- The upside for them is that they're not liable for damage to the property. The upside to the landlord is that he has someone else to go after for non-payment of the lease. – David Schwartz Jan 2 at 1:51
  • @DavidSchwartz I guess, but they've already forfeited their deposit. – Azor Ahai -him- Jan 2 at 3:14
  • @AzorAhai-him- The deposit might be $1,000 and the other tenants might do $10,000 in damage to the property. – David Schwartz Jan 3 at 5:10
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You can be held liable for rent after you are off a lease. Rewriting a lease only affects future obligations, and doesn't extinguish past obligations. However, you appear to have released X from all obligations via paragraph 2. If you plan to sue for past rent, the court will have to interpret the statement that "The landlord, Y, and Z agree to relinquish X from any obligation regarding the lease as mentioned above", which is non-standard English. It is extremely likely that the court will interpret this to mean "release".

You might argue, using earlier emails, that all parties had a clear understanding that this means "from all future obligations, but not past obligations", but that is not what the written agreement says, and the parol evidence rule, which is codified as explicit law in California, says

execution of a contract in writing... supersedes all the negotiations or stipulations concerning its matter which preceded or accompanied the execution of the instrument

That clause lets X off the hook, in exchange for his claim on the security deposit and for relinquishing his tenant rights to the unit. You cannot sue X for any rent.

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  • Thank you for your answer. It's worth noting that X does not owe Y and Z any "past" rent (here, "past" being any rent for the place before the insert date) – Bill Andriette Jan 1 at 16:43
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    Then I don't understand what X could have said that could possibly constitute a promise w.r.t. future rent. – user6726 Jan 1 at 19:14
  • X said X will leave checks for the next 6 months, but the exact agreement was somewhat ambiguous. I guess my question was whether despite there being a future promise, the clause of the document prohibits suing, which you seemed to have answered as "yes." Thanks for the answer. – Bill Andriette Jan 1 at 19:21
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    @BillAndriette it doesn’t prohibit “suing” - it just makes any suit unlikely to succeed – Dale M Jan 1 at 21:06
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    @BillAndriette I'm not a lawyer, so I don't want to speculate more.But maybe askanother question? I think they way you phrased it was a bit confusing – Azor Ahai -him- Jan 2 at 4:10
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Can Y and Z sue X for the "unpaid rent" after the [insert date]?

No. The lease is a contract between landlord L on one end and tenants X, Y, and Z on the other end. The amendment merely modifies the latter to Y and Z. This is even clearer if the contract contains provisions such as "tenants are severally-and-jointly liable to the landlord in the event of breach".

It is unclear who were the participants in the "prior electronic conversations" and whether the terms thereof support or constitute a basic assumption that prompted Y and Z to sign the amendment with L. Depending on the details of those conversations, they might or might not constitute a separate contract between X on one end and Y and Z on the other. Unless L is mentioned as beneficiary in that separate contract, L has no role in it and therefore X cannot be held accountable to L.

The premise that X cannot be held accountable to L pursuant to those communications implies that X cannot be held accountable for rent in particular. Only Y and Z would have standing to seek enforcement of that separate contract, but that does not modify whatsoever the amended obligation Y and Z have toward L.

If for whatever reason the electronic conversations are not tantamount to a contract, the chances to find X liable to Y and Z are much lower. Y and Z would need to prove the element of "basic assumption", which is very unlikely because Y's & Z's belief seemingly falls short of being reasonable reliance toward releasing X from the lease.

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  • Thanks for the answer. Y and Z claim that they only agreed to the said provisions because they believed X would pay X's portion of the rent. In addition, the email conversations really did seem like that was the case (to a reasonable viewer). Even then, Y and Z do not have a claim against X? – Bill Andriette Jan 1 at 19:10
  • In your answer, you mention that Y and Z may have a separate contract with X, which seems to be the case here. Or is it void because of the clause of that document (relinquish from all obligation document) they all signed? – Bill Andriette Jan 1 at 19:11
  • @BillAndriette "Y and Z claim that they only agreed to the said provisions because they believed X would pay X's portion of the rent". Y's & Z's position makes no sense. By saying "we release you from the release because we believe you will keep paying as if you were still in the lease", Y, Z, and L waived any claims against X pursuant to the lease. The amendment states "regarding the lease" verbatim. Hence, this and a separate contract (if any exists) are independent from each other. A priori, neither voids the other. The exact wording of the records might make a difference, though. – Iñaki Viggers Jan 1 at 20:15
  • Viggers Then Y and Z can claim suit for a supposed "separate agreement" that supposedly exists, which you said was independent of the release document. So Y and Z can sue for the "promised rent." – Bill Andriette Jan 1 at 20:52
  • @BillAndriette Your description of the scenario does not clearly reflect that there is a separate agreement. Hence my use of hypothetical terms when addressing that item. Nor does the [edited] description reflect the contents of the electronic communications. Therefore, the information in the post is inconclusive as to whether Y & Z have a claim of breach of [the separate] contract, a claim of promissory estoppel, or none at all. – Iñaki Viggers Jan 1 at 21:06
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The signed contract captures intent of 3 parties.

In sequence of time:

#1 there were electronic conversations that were capturable.
#2 ????
#3 A contract was signed, on paper, in ink, amongst all parties contradicting #1.

You can drag both documents into court if you really want to... but a court will look at the dates, and it'll be an easy call. The court will infer that #2 exists, and it consists of conversations among parties which changed everyone's mind on #1. There is no other possible explanation for Y and Z signing contract #3.

Here is the smoking gun phrase:

Y, and Z agree to relinquish X from any obligation regarding the lease

Wow, that's pretty clear. Y, Z and L all have stake in X fulfilling the lease terms, but they explicitly let X off the hook.

Now you protest "Oh, that's out of context/ambiguous!" Righto. Ambiguities in contracts tend to be interpreted against the writer of the contract, because it's the writer's job to be clear. If parties didn't mean to say that, they could/should have used other phrasing.

Further, the phrase is unnecessary for the purpose of placing Y and Z on a lease with L. Why is X even mentioned? Again the only possible interpretation is the contract writers intended to let X off the hook.

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  • Thanks for your answer. I don't think the phrasing is ambiguous, and also, the writer of the contract is not Y and Z, but rather, L the landlord. – Bill Andriette Jan 4 at 19:59

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