Short answer. No. Article 1649 says the lessee cannot assign the lease without the consent of the lessor, unless there is a stipulation to the contrary. That is the reverse of the rule for subleasing, which the law permits unless the contract contains an express prohibition against it.

What the law says

The lessee cannot assign the lease without the consent of the lessor, unless there is a stipulation to the contrary.

Civil Code, Article 1649 — Assignment of the Lease. Read the full provision →

What the law says

When in the contract of lease of things there is no express prohibition, the lessee may sublet the thing leased, in whole or in part, without prejudice to his responsibility for the performance of the contract toward the lessor.

Civil Code, Article 1650 — Subleasing. Read the full provision →

Two transactions the law treats oppositely

Article 1649 is a single sentence: The lessee cannot assign the lease without the consent of the lessor, unless there is a stipulation to the contrary. Set that beside Article 1650, which provides that When in the contract of lease of things there is no express prohibition, the lessee may sublet the thing leased, in whole or in part, without prejudice to his responsibility for the performance of the contract toward the lessor. Assignment needs a yes; subleasing only needs the absence of a no. Tenants who assume the two are interchangeable get this exactly backwards, and the difference is not a technicality of drafting.

Why consent matters for one and not the other

An assignment hands over the whole of the tenant's position. The assignee steps into the lease and the original lessee walks away, so the landlord ends up with a tenant he never agreed to and no recourse against the one he chose. A sublease does not do that. As Article 1650 says in its own words, the lessee remains responsible for the performance of the contract toward the lessor, so the landlord keeps the party he contracted with. Since the whole point of the consent requirement is protecting that choice of counterparty, only the transaction that changes it needs permission.

What an unconsented assignment exposes you to

A purported assignment made without the lessor's consent does not bind him. He is entitled to go on treating the original lessee as his tenant for rent and for everything else the lease requires, and to treat the transfer as a violation of the agreement. Article 1659 allows the aggrieved party to ask for rescission of the contract and indemnification for damages, or only damages while letting the contract stand. The assignee, meanwhile, has paid for a position the landlord need not recognise, which is a poor place to discover the consent was never obtained in writing.

Doing it properly

Start with the lease itself, because a clause permitting assignment is the stipulation to the contrary the article contemplates, and many commercial leases contain one subject to conditions. If there is none, ask for consent in writing and have the lessor sign the deed of assignment or a separate conformity; verbal approval from a caretaker or agent is what these disputes are usually made of. Where consent is refused, a sublease may still be open to you unless the contract expressly prohibits it, remembering that under Article 1651 the sublessee is bound to the lessor for the use and preservation of the property.

Cases citing this provision

These Supreme Court decisions cite the provision above. We list them so you can read them yourself; the summaries of what each decided are not ours to give.

Related provisions

Note. Statute text quoted on this page is reproduced from the official enactment and is linked to the full provision. The explanation around it is general legal information from Vivas & Nobles Law Office, not legal advice. Whether it applies to your situation depends on facts only a lawyer reviewing them can assess.