Julian v. Christopher (Minority Rule) Court of Appeals of Maryland, 1990. Facts: Douglas Julian and William J. Gilleland (defendants) purchased a tavern and restaurant business and leased the premises and upstairs apartment from Guy D. Christopher (plaintiff). The lease contained a silent consent clause, stating that the lease could not be assigned or sublet without the landlord’s approval. When the lease was signed, Christopher told the tenants that the clause was simply to keep them from assigning or subletting to “someone who would tear the apartment up.” The tenants later asked Christopher for permission to sublet the upstairs apartment, and Christopher told them he would consent only if they would pay an additional $150 per month in rent. The tenants allowed the sublessee to move in, and Christopher filed an action to repossess the building. Procedural History: At trial, the judge refused to consider Christopher’s oral representation of the purpose of the clause. He considered only the words of the lease, and found that the lease allowed the landlord to withhold consent for any reason whatsoever. Accordingly, he ruled in favor of Christopher. The intermediate appellate court affirmed the ruling. Julian and Gilleland then appealed to the state supreme court, asking it to revisit a precedent that, given an appropriate provision in the lease, a landlord could withhold consent to sublease even if withholding consent was arbitrary and unreasonable. Issue: If a lease requires a tenant to receive written permission from a landlord before entering into a sublease agreement, can a landlord withhold that permission for an arbitrary reason or for no reason at all when the lease does not expliciitly say that the landlord has absolute discretion in withholding consent? Holding: If a lease requires a landlord’s consent for assignments or subleases, the landlord may not unreasonably withhold consent unless the lease clearly spells out that the landlord has absolute discretion to withhold consent. The appellate court’s judgment was reversed and the trial court’s judgment was vacated and the case was remanded for a new trial in which the plaintiff would have to show that it would be unfair to him for the defendants to receive the benefit of the changed precedent. Reasoning: Absent a clear statement in the lease that the landlord may withhold consent for any reason whatsoever, the landlord may not unreasonably withhold consent. The common law in this state holds that landlords have absolute discretion to refuse consent for assignments and subleases. But courts in other states have begun to recognize the public policy reasons, such as limited availability of rental property, that favor the ability of tenants to alienate their property. Contractual restrictions on alienation by tenants are enforceable, but are construed to favor a tenant’s ability to assign or sublet a lease. Accordingly, this court now holds that when a lease requires a landlord’s consent for assignments or subleases, the landlord may not withhold consent unreasonably. The only exception to this rule is when the parties freely agree that the landlord may withhold consent for any reason, and this must be clearly stated in the lease. All such clauses are strictly construed in favor of the tenant’s ability to alienate. The reasonableness of withholding consent must be determined in individual cases, and will depend on all relevant facts and circumstances. This change in the law will apply to the lease in this case, and to all leases subsequently executed. It will not apply to other existing leases, to avoid injustice to landlords who relied on the earlier rule. In this case, the lease does not state that the landlord has absolute discretion to withhold consent, so the landlord must be reasonable in withholding consent. Accordingly, this case is remanded to the trial court for the landlord to prove that it would be unfair to require him to be reasonable in withholding consent.