Explanation of Article 428
The article establishes the validity of selling the leased property, transferring its ownership to the buyer subject to the lease contract, and the rights and obligations between the lessor and the lessee transfer to the new owner. This transfer does not mean that the lease contract creates a real right for the lessee in the leased property; rather, it stems from the principle of succession in personal rights as established by paragraph (2) of Article (98), which states: (If the contract creates personal obligations and rights related to an item that later transfers to a specific successor, these obligations and rights transfer to him at the time that item transfers if they are necessary for it and the specific successor is aware of them at the time that item transfers to him). Thus, the lease contract issued by the owner created personal rights and obligations related to the leased property, and the obligations can be considered as defining the leased property and the rights as complementing it; so if the ownership of the leased property transfers to the buyer, the rights and obligations arising from the lease contract transfer with it. Similar to sale, other reasons for the transfer of ownership, such as gifts, inheritance, and wills, also apply. The lease is not enforceable against the new owner unless the lease contract predates the transfer of ownership of the leased property. The validity of selling the leased property does not require the lessee's knowledge of the sale or their consent to it, nor does it require the buyer's knowledge of the lease contract. However, if the buyer is unaware of the lease contract, they have the right to revert to the seller for warranty of entitlement, as stipulated in the sale contract, because the buyer owns the sold item and its benefits. If it becomes apparent that the benefits of the sold item are entitled to another party by a contract preceding the sale contract, they have the right to revert for warranty of entitlement.
Related To
Article 428
A leased thing may be sold and such sale shall not affect the rights of the lessee.