Sections 109-110 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
If a landlord sells a let property, what does the buyer get, and what happens to the tenant? Section 109 answers this. Section 110 then explains how a lease term is counted, how a year's lease runs and who holds an option to end a lease early when the lease is silent. This is explained as per the text of the Act consulted.
A transferee of the lessor gets all the lessor's rights, and, if the lessee so elects, is subject to all his liabilities for the property transferred. The old lessor stays liable unless the lessee elects to treat the transferee as liable. The transferee gets no arrears from before the transfer, and a tenant who pays the old lessor without reason to believe there was a transfer is not liable to pay again. Under section 110, the start day is excluded, a year's lease runs through the whole anniversary, and an unstated early-termination option belongs to the lessee.
Source note
The text consulted is a publisher's print of the Act showing amendments up to the Transfer of Property (Amendment) Act, 2002 (3 of 2003); later amendments should be checked. These sections sit in the Chapter on leases that begins with section 105. They follow the lessor's and lessee's rules in our article on the lessor's duties and lessee's rights under section 108.
If you are buying a property that already has a tenant, a legal due diligence review should check the lease, the rent record and any notices before you pay.
Section 109: the lessor's transferee
What the transferee takes
If the lessor transfers the property leased, or any part of it, or any part of his interest in it, the transferee, in the absence of a contract to the contrary:
- possesses all the rights of the lessor as to the property or part transferred, so long as he is the owner of it; and
- if the lessee so elects, is subject to all the liabilities of the lessor as to that property or part.
What the old lessor remains liable for
The lessor does not, by reason only of the transfer, cease to be subject to any of the liabilities imposed on him by the lease, unless the lessee elects to treat the transferee as the person liable to him. So the tenant chooses: he can keep looking to the old landlord or treat the buyer as the person liable.
The proviso: arrears and rent paid in ignorance
| Point | Rule |
|---|---|
| Arrears of rent due before the transfer | The transferee is not entitled to them |
| Rent paid to the old lessor | If the lessee, not having reason to believe the transfer has been made, pays rent to the lessor, he is not liable to pay it over again to the transferee |
So, for example, a tenant who pays rent on 5 May to his landlord, not knowing the shop was sold on 1 May, does not have to pay it again to the new owner. A buyer should therefore send the tenant clear written notice of the transfer, because the section protects a tenant who had no reason to believe a transfer had been made.
Apportionment on a part transfer
The lessor, the transferee and the lessee may determine what proportion of the premium or rent reserved by the lease is payable in respect of the part transferred. If they disagree, the determination may be made by any Court having jurisdiction to entertain a suit for the possession of the property leased. The text does not say who may ask the Court.
Example. Meena owns a building with two floors let to one tenant, Sandeep, at a single rent. She sells the second floor to Harsh. Section 109 gives Harsh the lessor's rights over that floor, and if Sandeep so elects, its liabilities. Meena stays liable under the lease unless Sandeep elects to treat Harsh as liable. The three can agree how much of the rent belongs to the second floor. If they cannot agree, the Court decides.
Section 110: computing the lease term
The section has three short paragraphs.
Day of commencement. Where the time limited by a lease is expressed as commencing from a particular day, in computing that time that day is excluded. Where no day of commencement is named, the time begins from the making of the lease.
Duration of lease for a year. Where the time limited is a year or a number of years, in the absence of an express agreement to the contrary, the lease lasts during the whole anniversary of the day from which such time commences.
Option to determine lease. Where the time limited is expressed to be terminable before its expiration, and the lease omits to mention at whose option it is so terminable, the lessee, and not the lessor, shall have such option.
| Situation | Rule in section 110 |
|---|---|
| Lease says "from 1 April" | 1 April is excluded when counting |
| Lease names no starting day | Time begins from the making of the lease |
| Lease for a year or years, no contrary agreement | Lasts through the whole anniversary of the start day |
| Lease says it may end early but not whose option | Option belongs to the lessee |
Example. A lease for two years is stated to run "from 1 January 2027". 1 January is excluded in the count, and, absent an express agreement to the contrary, the lease lasts through the whole anniversary of that day. If the lease says it can be ended early but does not say by whom, the tenant, not the landlord, holds that option. The text does not give a specific end date for such a lease; the dates here are only an illustration of counting.
For the notice rules that apply when no term is stated, see our article on section 106.
Practical points
- Buyers of let property: ask for the lease, the rent records and any notices, and tell the tenant in writing about the transfer.
- Tenants: if you receive a notice of transfer, keep it; payment to the old landlord after a notice you cannot claim not to know of may not be protected.
- Part transfers: agree in writing the share of rent for the part transferred.
- Drafting leases: state the starting day, the duration and who may end the lease early; section 110 fills gaps only where the lease is silent.
- Registration of a lease is covered in our article on section 107.
Need help buying or selling let property?
If a property you are buying or selling has tenants, the lease terms and the way rent is handled at the time of transfer can decide who bears what. Our legal due diligence team can review the lease and the records before the deal closes.
Key takeaways
- A transferee of the lessor takes the lessor's rights over what is transferred, and the lessee may elect to hold him to the lessor's liabilities.
- The old lessor stays liable unless the lessee elects to treat the transferee as liable.
- The transferee gets no arrears due before the transfer.
- A tenant who pays the old lessor with no reason to believe there was a transfer need not pay again.
- The start day is excluded in counting; a year's lease lasts through the whole anniversary.
- An unstated early-termination option belongs to the lessee.
Read next
- Section 108: duties of the lessee
- Section 111: how a lease comes to an end
- Lease of immovable property: section 105
- Specimen lease deed for residential property
Disclaimer: Based on a publisher's print of the Transfer of Property Act, 1882 showing amendments up to the Transfer of Property (Amendment) Act, 2002 (3 of 2003), as consulted on 2 October 2026. State amendments, later amendments, stamp duty and registration charges are not covered and should be checked. This article is general information, not legal advice; check the official text before acting.