## Facts

- Union Travel Associates, Inc. operated a gift shop and travel-services business in a Washington, D.C. hotel lobby.
- In 1971, Union Travel and the hotel’s then-operator executed a written “License Agreement” allowing Union Travel to conduct a gift shop “for the convenience of the guests of the hotel.”
- Union Travel paid a $500 monthly fee and agreed to actively promote hotel guest business and to provide the hotel duplicate keys to each entrance to the shop.
- The hotel retained extensive rights, including access to the premises for pipes, wires, and conduits (even if locked), approval of Union Travel’s employees, and regulation of signage, merchandise, fixtures, and solicitation of hotel guests.
- The agreement prohibited assignment by Union Travel, allowed substitution of equivalent space within the hotel, and permitted termination without liability if the hotel was sold or closed.
- In 1975, the hotel was sold to International Associates, Inc., which sought to remove Union Travel and sued for judgment of possession of the lobby space.
- The trial court granted summary judgment to International and awarded possession; Union Travel appealed, claiming the agreement was a lease creating a possessory interest.

## Issues

1. Whether the 1971 agreement created a lease conveying exclusive possession or a license granting a revocable privilege to use the space.
2. If the agreement was a license, whether the hotel’s successor could revoke it and obtain judgment of possession.

## Decision

- The District of Columbia Court of Appeals affirmed summary judgment for International and the award of possession.
- The court held the agreement created a license, not a lease, because Union Travel did not receive exclusive possession and the hotel retained substantial control and access rights.
- The court treated the agreement’s title and terminology (“license,” “licensee,” “licensor”) as evidence of intent, while focusing primarily on the substantive allocation of possessory rights and control.
- The hotel’s reserved rights of entry and use (including access through locked premises), control over staffing and appearance, the duplicate-key requirement, and the rights to substitute space and terminate upon sale or closure were inconsistent with a leasehold estate.

## Legal Principles

- A lease generally grants exclusive possession and conveys a possessory interest; a license grants a limited privilege to use property without transferring exclusive possession.
- The classification depends on the substance of the parties’ rights and obligations, not solely on the document’s label.
- Owner-retained rights of access, ongoing operational control, and broad termination/substitution provisions strongly indicate a license rather than a lease.
- A license is typically revocable by the property owner (and, absent contrary rights, by a successor in interest).

## Conclusion

Because the agreement left the hotel with continuing access and managerial control and allowed termination and substitution inconsistent with exclusive possession, it was a revocable license, entitling the hotel’s successor to terminate Union Travel’s occupancy and obtain possession of the space.


Union Travel Assocs., Inc. v. Int'l Assocs., Inc., 401 A.2d 105 (D.C. 1979)