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Julian v. Christopher - 320 Md. 1, 575 A.2d 735 (1990)


The Court of Appeals of Maryland has held that for leases with silent consent clauses which were entered into before the mandate in Julian v. Christopher, 320 Md. 1, 575 A.2d 735 (1989), the ruling in Jacobs v. Klawans, 225 Md. 147, 169 A2d 677 (1961), which interpreted a silent consent clause as giving the landlord an unrestricted right to withhold consent, is applicable. For leases entered into after the mandate in Julian v. Christopher, if the lease contains a silent consent clause providing that the tenant must obtain the landlord's consent in order to assign or sublease, such consent may not be unreasonably withheld. If the parties intend to preclude any transfer by assignment or sublease, they may do so by a freely negotiated provision in the lease.


Plaintiffs Douglas Julian and Willian J. Gilleland, III ("tenants"), purchased a certain tavern and restaurant business, and they rented the business premises from defendant Guy D. Christopher. The parties' lease stated in clause ten that the premises, consisting of both the tavern and an upstairs apartment, could not be assigned or sublet "without the prior written consent of the landlord." Sometime after taking occupancy, the tenants requested Christopher's written permission to sublease the upstairs apartment. Christopher told the tenants that he would not agree to the sublease unless the tenants paid additional rent in the amount of $150.00 per month. When the tenants permitted the sublessee to move in, Christopher filed a lawsuit against the tenants in Maryland state court requesting repossession of the building because the tenants had sublet the premises without his permission. The trial court rendered judgment for Christopher, and on the tenants' appeal, the circuit court also found in favor of Christopher. The tenants were granted a writ of certiorari.


Could the landlord, Christopher, withhold his consent to a sublease unreasonably on the basis of a silent consent clause in the lease with the tenants?




The Court of Appeals of Maryland reversed the circuit court's judgment and remanded the case to that court with directions to vacate the district court's judgment and to remand the case to that court for further proceedings. The court noted that prior to the instant case, the common law in Maryland, as enunciated by Jacobs v. Klawans, 225 Md. 147, 169 A2d 677 (1961), was that when a lease contained a silent consent clause prohibiting a tenant from subletting or assigning without the consent of the landlord, the landlord had the right to withhold his consent even though the decision was arbitrary and unreasonable. The court reconsidered that common law rule and modified it, holding that for leases containing a silent consent clause entered into after its decision in the instant case, a landlord could not withhold consent to a sublease unreasonably. The court enunciated two public policy reasons for its modification of common law: the public policy against restraints on alienation and the public policy that implied a covenant of good faith and fair dealing in every contract. The court concluded that the tenants in the instant case should get the benefit of the interpretation of the silent consent clause unless it would be unfair to Christopher. As a result, the court remanded the case for such a determination.

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