Under the general law of obligations the purchaser of a leased real estate would not become party to the lease pertaining thereto. That is why the legislature created Article 226 of Book 7 of the Dutch Civil Code in order to protect tenants. Under this article the rights and obligations of the landlord pass to the party acquiring the real estate to the extent that they directly relate to the granting of the use of the real estate in return for a consideration to be paid by the tenant. The new owner therefore continues the legal relationship with the tenant.
The central question in this contribution is whether or not Article 226 of Book 7 of the Dutch Civil Code also applies in case of a partial transfer of the leased real estate. The Supreme Court recently had to deal with this question when the tenant of a piece of land on Saint Martin appealed to the Supreme Court against a judgment in which the Court of Appeal determined that the rights and obligations from a lease do not pass, by operation of law, to the party acquiring a part of the leased real estate.
Contrary to the Court of Appeal's determination, the Supreme Court ruled, on account of the idea of protection of Article 226 of Book 7 of the Dutch Civil Code, that the article is also relevant in respect of the partial transfer of a leased real estate. According to the Supreme Court a broad interpretation of Article 226 of Book 7 of the Dutch Civil Code implies that upon a partial transfer of a leased real estate the relevant lease is split into separate leases to the extent that this results in a sensible outcome.
It will not always be clear to the tenant that the ownership of a part of the leased real estate has been transferred to a third party. In those cases the tenant may, according to the Supreme Court, discharge its obligations by paying the outstanding amount to the original owner until the tenant becomes aware of the transfer. If the tenant has become aware of the transfer but it is not clear into which shares the rent has been split, the tenant has the right to suspend their payment to the landlords during that period.