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Buying & Selling a Business

Am I released from my personal guarantee if the landlord agrees to the assignment but says nothing about the guarantee?

TSL Written by the Treadstone Law team· Updated August 2026

No — silence is not a release. A personal guarantee is its own separate agreement between you and the landlord, and consenting to the lease assignment is a different act from releasing the guarantor. Unless the landlord's consent document specifically and expressly releases you from the guarantee, the guarantee generally continues to bind you for the rest of the lease term, including any renewals it was drafted to cover, regardless of who the tenant becomes.

This is a common and costly assumption sellers make: because the landlord approved the sale, they assume their personal exposure ended along with their day-to-day involvement in the business. In reality, landlords have little incentive to volunteer a release, since keeping the original tenant's guarantor on the hook gives them extra security at no cost to them.

If a release matters to you, it needs to be requested explicitly and confirmed in writing as part of the assignment approval — not assumed from the landlord's silence or general cooperation. A Treadstone business lawyer can make sure the release is built into the consent documents before closing, not left to chance afterward.

Key takeaways

  • Approving the assignment and releasing a guarantee are two separate acts — one doesn't imply the other.
  • Silence on the guarantee generally means it continues to bind you.
  • Landlords have little incentive to volunteer a release without being asked.
  • Get any release confirmed explicitly in writing before or at closing.
This is general information, not legal advice. It doesn’t create a lawyer–client relationship, and the rules can change. For advice on your situation, a Treadstone business lawyer can help.
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