## Facts

- A landlord leased store premises to a prospective shoe-store operator for a six-month term beginning June 15, 1934, with rent payable in advance and an option to renew.
- When the lease was signed, the premises were occupied by a prior tenant whose term was nearing expiration.
- The new tenant paid the first month’s rent before the term began.
- On June 15, 1934, the prior tenant wrongfully held over and refused to vacate despite notice.
- The landlord brought dispossess proceedings; a judgment of removal was executed July 7, 1934, and the new tenant took possession July 9, 1934.
- The new tenant claimed losses from having acquired seasonal inventory in anticipation of opening at the beginning of the term and later reselling at a loss.

## Issues

1. Whether a landlord impliedly promises, when a lease is to begin in the future, to deliver actual physical possession (not merely the legal right to possession) at the start of the term when a prior tenant holds over.
2. Whether an express covenant that the tenant shall “hold and enjoy” the premises imposes an express duty on the landlord to protect against interference by a holdover tenant.
3. What is the proper measure of damages for failure to deliver possession at the commencement of the term.

## Decision

- The court held that the landlord breaches an implied obligation if the premises are not available for the tenant’s entry on the first day of the term because of a holdover occupant.
- The court ruled that the express covenant of quiet enjoyment generally protects against interference by the landlord or the landlord’s agents, not against wrongful acts of third parties treated as “strangers.”
- The court affirmed liability but reversed the damages award to the extent it rested on speculative business losses from seasonal merchandise.
- The court remanded for recomputation of damages under the proper standard.

## Legal Principles

- When a lease term is to commence at a future date, the landlord impliedly undertakes to deliver actual physical possession, as well as the legal right to possession, at the beginning of the term.
- A fixed commencement date supports an inference that the premises will be open to the tenant’s entry on that date, absent explicit agreement shifting the risk of a holdover to the tenant.
- A standard covenant of quiet enjoyment is ordinarily limited to protection from interference attributable to the landlord (or the landlord’s agents) and does not, by itself, make the landlord strictly responsible for interference by third parties.
- Damages for delayed delivery of possession are measured by the difference, if any, between the fair rental value and the rent reserved for the period of dispossession, together with appropriate rent abatement; speculative lost profits are not recoverable on unsupported proof.

## Conclusion

The court adopted the English rule in New Jersey, imposing an implied duty on landlords to place tenants in actual possession at the start of a future lease term, while limiting recovery for delayed possession to rental-value-based damages rather than uncertain business-loss claims.


Adrian v. Rabinowitz, 116 N.J.L. 586, 186 A. 29 (N.J. Sup. Ct. 1936)