Dental

Does Your Lease Guaranty End When You Sell Your Dental Practice?

October 14, 2026

Reviewed by Erik Newton, Esq., on October 14, 2026.

Key takeaways

Assigning the office lease to the buyer doesn’t take your name off the lease, or off your personal guaranty, just because the landlord said yes to the assignment.
What actually takes you off the lease is a release from the landlord. Get it in writing, signed by the landlord, and keep a copy.
Your personal guaranty is a separate contract, and its wording matters as much as the lease: its scope, its cap, whether it burns off, whether you agreed ahead of time to changes, and whether it covers renewal or extension terms.
The time to raise the release is before the letter of intent is signed. That’s when you have the most room.

Not automatically. When you sell your practice and assign the office lease to the buyer, the buyer moves into the space, but your name doesn’t come off the lease, or off your personal guaranty, just because the landlord said yes to the assignment. Whether you’re released depends on what your lease and your guaranty say, and on what the landlord agrees to in writing. That’s why the release belongs in the deal terms from the letter of intent on, not at the closing table.

This article is about Florida law. If your lease or guaranty says another state’s law governs, the answers can differ.

Assignment moves the space, not your promise

A lease creates two separate relationships. One comes with the space itself: whoever holds the lease owes rent to the landlord. The other is your own contract: you signed the lease and promised to pay. When you assign the lease, the first relationship moves to the buyer. The second one stays with you.

Florida courts have applied this for a long time. An original tenant who assigns remains liable on its promise to pay unless the landlord releases it (Kornblum v. Henry E. Mangels Co., 167 So. 2d 16 (Fla. 3d DCA 1964); RCA Corp. v. Allapattah Baptist Church, Inc., 365 So. 2d 214 (Fla. 4th DCA 1978)), and the landlord’s consent to the assignment is not, by itself, a release (Mills v. McMillan, 78 Fla. 294, 82 So. 812 (1919)). In plain terms: if the buyer stops paying, the landlord can look to the buyer, and it can still look to you.

Some deals use a sublease instead of an assignment, with the buyer renting the space from you. If yours is set up that way, ask how it leaves you with the landlord before you agree to it.

What actually takes you off the lease is a release from the landlord. One form the law recognizes is a novation: an agreement to substitute the buyer for you, with the intent to extinguish your obligation (Bornstein v. Marcus, 275 So. 3d 636 (Fla. 4th DCA 2019); Reeves v. Don L. Tullis & Associates, Inc., 305 So. 2d 813 (Fla. 1st DCA 1975)). The landlord knowing about the sale, signing a consent, or cashing the buyer’s rent checks is usually not enough on its own. A landlord who accepts a surrender of your lease and signs a new lease with the buyer can release you (Hewitt v. Adair, 102 Fla. 5, 135 So. 560 (1931)), but I wouldn’t count on anything implied. Get the release in writing, signed by the landlord, and keep a copy.

Read your guaranty before you negotiate the sale

Your personal guaranty is a separate contract, and its wording matters as much as the lease. When I review a guaranty in a sale, I look at five things. Its scope: all lease obligations, or only rent. Its cap, if there is one. Whether it burns off on a date or after a period of on-time payments. Whether you agreed ahead of time to changes, extensions, renewals and assignments. And whether it says, in clear words, that it covers renewal or extension terms.

The general rule protects a guarantor: if the landlord and tenant materially change the obligation without the guarantor’s consent, the guarantor can be discharged (Bromlow v. Pyne Corp., 490 So. 2d 1027 (Fla. 1st DCA 1986)). But Florida also enforces guaranty language in which the guarantor consents in advance to those changes (Chris Craft Industries, Inc. v. Van Valkenberg, 267 So. 2d 642 (Fla. 1972)). Landlord guaranty forms commonly include that consent, which is why the default rule often doesn’t help a seller. Two points cut the other way: if the tenant itself is released, the guaranty generally falls with it unless the guaranty says otherwise (Amerishop Mayfair, L.P. v. Billante, 833 So. 2d 806 (Fla. 3d DCA 2002)), and courts read a guaranty against the landlord who wrote it (Haggin v. Allstate Investments, Inc., 264 So. 3d 951 (Fla. 4th DCA 2019)).

If your lease carries your personal guaranty, the time to raise the release is before the letter of intent is signed. Schedule a confidential consultation.

Renewals and extensions after you’re gone

Many sellers assume their exposure ends when the current lease term ends. Sometimes it does. It depends on how the term continues.

If the buyer exercises a renewal option that is already in your lease, that generally extends the same lease, and your liability as the original tenant can extend with it (Kornblum, above). If the buyer and the landlord sign a new lease or renegotiate the terms, that is a new agreement. Your guaranty reaches those later terms only if it clearly says it does, and general wording about “renewals, extensions and modifications” has been read narrowly (Haggin, above). Here more than anywhere, the exact words of your lease and your guaranty decide it.

Asset sale or entity sale

How the practice is sold changes the question. In an asset sale, the buyer’s company takes over the lease by assignment, which is everything above.

In a sale of your company itself (its shares or membership interests), the company that signed the lease normally stays the tenant, with new owners. Selling the company doesn’t by itself release your personal guaranty; unless its own terms end it or the landlord releases you, it stays in place. Check the lease’s change-of-control clause too: many leases treat a change in who owns the tenant as an assignment that needs the landlord’s consent.

Ways to ask for a release

There is more than one way to ask, and the right one depends on the buyer’s strength and on the landlord. A seller can ask for:

a full release at closing, with the buyer, or its owners, signing a new guaranty in your place;
a release on a set date, or after the buyer has paid on time for a set period;
a cap on your guaranty that shrinks over time;
a release once the buyer meets financial tests the landlord is comfortable with;
more security for the landlord instead of you, such as a larger deposit or a letter of credit from the buyer.

Whatever the landlord agrees to, it should be a signed document, not an email saying it’s fine. Florida’s statute of frauds requires a guaranty, and a lease longer than one year, to be in a signed writing (Fla. Stat. § 725.01). It doesn’t say the same about a release, but a signed release is how you prove later that you were let go.

If the landlord won’t release you

Some landlords won’t. Then the protection has to come from the buyer, in the purchase agreement.

The usual tool is an indemnity: the buyer promises to cover you if the landlord comes after you on the lease or the guaranty. An indemnity is only as good as whoever stands behind it. If the buyer is a new company with no assets, its promise may not be worth much, so look at whether the buyer’s owners will personally back it. It also helps to ask the landlord to send you a copy of any default notice, so you hear about a problem while there’s still time to fix it.

Raise it at the letter of intent

The time to raise all of this is before the letter of intent is signed. That’s when you have the most room, and when a buyer and a landlord still expect to negotiate. Once the LOI is signed, the release becomes one more request late in the process. There’s more on why the LOI stage matters in The Letter of Intent in Dental Practice Sales.

Questions to ask before you sign

Does my guaranty have a cap, or a date when it ends?
Did I agree in advance to changes, renewals and assignments?
Will the landlord release me at closing, and will it say so in a signed document?
If not, what takes my place: a buyer guaranty, a larger deposit, a shrinking cap?
Who stands behind the buyer’s promise to cover me?
Does my lease treat a sale of my company as an assignment?

If you’re selling and your lease carries your personal guaranty, have the lease and the guaranty reviewed before you sign the letter of intent. Conversations are confidential and focused on your goals. Schedule a confidential consultation.

Frequently asked questions

Does my personal guaranty end when I assign my dental office lease to the buyer?

Not automatically. The buyer moves into the space, but your name doesn’t come off the lease, or off your personal guaranty, just because the landlord said yes to the assignment. Whether you’re released depends on what your lease and your guaranty say, and on what the landlord agrees to in writing.

How can I ask the landlord to release me from my lease guaranty?

There is more than one way to ask, and the right one depends on the buyer’s strength and on the landlord. A seller can ask for a full release at closing, with the buyer, or its owners, signing a new guaranty in your place; a release on a set date, or after the buyer has paid on time for a set period; a cap on your guaranty that shrinks over time; a release once the buyer meets financial tests the landlord is comfortable with; or more security for the landlord instead of you, such as a larger deposit or a letter of credit from the buyer. Whatever the landlord agrees to, it should be a signed document, not an email saying it’s fine.

What if the landlord won’t release me?

Then the protection has to come from the buyer, in the purchase agreement. The usual tool is an indemnity: the buyer promises to cover you if the landlord comes after you on the lease or the guaranty. An indemnity is only as good as whoever stands behind it. If the buyer is a new company with no assets, its promise may not be worth much, so look at whether the buyer’s owners will personally back it.