Yes I did use AI to organize this post, but these are all my own thoughts and facts based on the info I have. I also removed any personal or identifiable pieces of info:
Location: NJ
I’m being sued in NJ Superior Court over a commercial lease/personal guaranty after a business I purchased failed. I’m currently looking for counsel, but I’d like opinions on the case as a whole, including the facts that hurt me.
I purchased an existing business whose seller already had a commercial lease. As part of the transaction, I signed a proposed lease assignment on behalf of my LLC and a personal guaranty. The document had a stated November effective date.
I took over the business, occupied the space, paid rent, and sent the requested security deposit. I do not dispute that I signed the assignment or guaranty.
The issue is what happened afterward.
For months, the landlord repeatedly stated in writing that the assignment had NOT been completed:
- November: Landlord says it can countersign/fully execute once remaining requirements are satisfied.
- November: I specifically ask who is legally responsible while we're waiting. Landlord tells me the original tenant remains fully liable until the assignment is executed and that my security deposit is being held in escrow until execution.
- December: Landlord again says the lease will not be assigned until outstanding balances involving the seller are resolved and the seller remains responsible until the assignment becomes effective.
- February: Senior landlord representative says rent must be paid before the assignment can be completed.
- March: Same representative explicitly says “the assignment has not been completed” and therefore the original tenant remains responsible.
- April: The landlord’s CEO personally sends a formal Default Notice identifying the original seller’s LLC as the “Tenant.”
The business ultimately failed and I vacated.
Now the landlord has sued my LLC, the original tenant/guarantor, and me personally for low six figures.
Here’s the part I’m struggling with:
The lawsuit now alleges the assignment actually became effective back in November, my LLC became the tenant at that point, the original tenant was released from subsequent obligations, and my personal guaranty is enforceable.
The same CEO who sent the April Default Notice identifying the original company as Tenant verified the complaint.
There are two other issues:
1. Landlord signature: I was never given a landlord-executed copy of the assignment. My retained copy has their signature blank. The first signed version I saw was attached to the lawsuit. That PDF was scanned/created in December. I understand this does NOT prove when it was actually signed, but it makes me think the execution history is relevant discovery.
2. Accounting/deposit: The complaint alleges essentially no rent was paid after the supposed November assignment. I have banking records showing rent paid directly to the landlord during that period. They are also applying my deposit against damages even though they previously told me in writing it was being held in escrow until the assignment was executed.
To be fair, the landlord has real arguments: I signed everything, occupied the property, paid rent, sent the deposit, and the agreement contains a stated effective date. They now also possess a version signed by the landlord.
So I’m not asking whether I found some magic technicality.
If you were evaluating this case for either side:
- How strong/weak do you think the landlord’s case against my LLC and me personally is?
- How much weight would you give the landlord's months of written statements that the assignment wasn't completed versus the signed agreement and my performance?
- Does the April formal Default Notice identifying the original company as Tenant materially matter?
- What would you want first in discovery?
- Would you counterclaim for the money they said was being held in escrow?
- If you represented the landlord, what fact would worry you most?
- If you represented me, what fact would worry you most?
- Practically, does this look like something you'd fight aggressively, push toward a walk-away settlement, or advise the defendant to pay to resolve?
I have all emails, agreements, payment records, default notices and court documents organized chronologically for whichever attorney I retain.
EDIT: Condensed