Definition
A sublease is a transaction in which a tenant (the sublessor) leases all or part of the premises it holds under an existing lease to a third party (the subtenant or sublessee), for a term that does not exceed the remaining duration of the original lease. The original lease between the landlord and the tenant remains in force; the tenant does not exit the tenancy but instead occupies a dual role — remaining obligated to the landlord under the master lease while simultaneously acting as landlord to the subtenant.
The critical legal consequence of this structure is privity. The sublessee has no direct contractual relationship with the original landlord. Privity of contract and privity of estate both run between the sublessor and the sublessee, and between the original landlord and the original tenant. The landlord cannot sue the subtenant directly for rent; the tenant cannot escape liability to the landlord by pointing to the subtenant's default.
Common Language
Modern common usage (Wiktionary): A lease sublet by a tenant or lessee to a subtenant.
Historical common usage (Webster's 1913): A lease by a tenant or lessee to another person; an underlease.
The gap between common and legal meaning is narrower here than for many legal terms, but one distinction matters in practice: ordinary usage treats sublease and sublet as interchangeable, while legal usage sometimes reserves sublease for written instruments and sublet for the broader act of transferring possession. More importantly, neither common definition conveys the privity rule — the concept that the subtenant has no legal relationship with the original landlord — which is the feature of a sublease most consequential in disputes.
Common Confusion
SUBLEASE vs. ASSIGNMENT: These are the two methods by which a tenant transfers leasehold interests, and they are frequently conflated. In a sublease, the tenant transfers less than the entire remaining term or retains a reversionary interest; privity between the original tenant and the landlord is maintained. In an assignment, the tenant transfers the entire remaining leasehold interest; privity of estate shifts to the assignee, meaning the landlord can sue the assignee directly for rent. The line between the two turns on whether the tenant retains any reversionary interest. A transfer of the full remaining term with no reversion reserved is an assignment regardless of what the parties call it. Mischaracterizing an assignment as a sublease — sometimes done strategically to avoid triggering consent clauses — is a well-documented problem in leasehold disputes.
Why It Matters in Research
The primary research trap is the retained-reversion test. Historical sources, including both Black's editions consulted here, define sublease as a lease of "a part of the premises" — meaning a physical portion. Modern doctrine in most jurisdictions focuses instead on whether the tenant retains a temporal reversionary interest (even a single day), not whether a physical subdivision occurs. A researcher relying on historical dictionary definitions alone will apply the wrong test.
Consent clauses deserve special attention. Most commercial leases require landlord consent to sublease. The enforceability of landlord recapture rights — where a landlord, upon receiving a sublease request, may instead terminate the lease and deal directly with the proposed subtenant — varies by jurisdiction and lease drafting. Corpus materials on commercial leases from different eras will reflect shifting landlord and tenant bargaining positions on this point.
The sublease structure also creates layered default risk that appears throughout transactional and litigation materials. When the subtenant defaults, the original tenant remains liable to the landlord. When the original tenant defaults (or its lease is terminated for breach), the subtenant's possessory rights are generally extinguished, absent a non-disturbance agreement. Researchers tracking insolvency-adjacent real estate disputes should expect sublease termination issues to surface as secondary claims.
Residential sublease law introduces another layer. Many jurisdictions have statutes limiting landlord discretion to withhold consent to residential subleases, or imposing implied consent standards. These protections are absent from the historical dictionary record and often poorly indexed in older secondary sources.
Historical Dictionary Support
Both Black's editions reproduce identical language: a sublease is "a lease by a tenant to another person of a part of the premises held by him; an under-lease." Webster's 1913 matches this closely, citing Bouvier. The consistency across sources reflects the stability of the basic concept — a tenant carving a derivative interest out of its own leasehold — but all three definitions share the same limitation: they define sublease by reference to physical subdivision of the premises rather than by the reversionary-interest test that governs modern doctrine. None of the historical sources addresses privity consequences, consent requirements, or the assignment-versus-sublease distinction that drives most contemporary disputes. Researchers should treat these historical definitions as capturing the form of the transaction, not its legal consequences.
Jurisdictional Note
The reversionary-interest test for distinguishing sublease from assignment is widely accepted but not universal; a minority of jurisdictions still apply a physical-subdivision analysis or a totality-of-circumstances approach. Residential tenants' statutory sublease rights vary significantly by state, with some jurisdictions requiring landlords to provide specific reasons for withholding consent.
Encyclopedia Cross-Reference
Assignments and Subleases in Commercial Leases — Consent Requirements and Recapture (Law Mind Real Estate Transactions & Construction Encyclopedia)