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Virginia General Assembly Reverses Virginia Supreme Court on Requirement that Leases of more than Five Years be in the form of a Deed - Statute of Conveyances Amended in Response to Game Place Decision

In legislative action that will be welcomed by Virginia landlords and their mortgage lenders, the Virginia General Assembly, in its most recent session, amended the Virginia Statute of Conveyances (Va. Code Ann. § 55-2) to eliminate the requirement that leases for a term of more than five years be in the form of a deed of lease.  The General Assembly’s action came in response to last year’s Virginia Supreme Court decision in The Game Place, L.L.C. v. Fredericksburg 35, LLC, 813 S.E.2d 312 (Va. 2018), which had held that the failure of a lease to be in the form of a deed (as prescribed by the Statute of Conveyances) rendered it a month-to-month lease, thus terminable by the tenant when the lease no longer served its business needs.1

The Virginia General Assembly amended § 55-2 to specify that a lease agreement or other written document conveying a non-freehold estate in land is not invalid, unenforceable, or subject to repudiation by the parties on the basis that the conveyance of the estate was not in the form of a deed.  The amendment further replaced all references throughout the Virginia Code to “deed of lease” with the term “lease.” The amendment contained an emergency clause rendering it immediately operative upon Governor Northam’s signing it into law on February 13, 2019. The amendment is retroactive, applying to leases entered into before and remaining in effect as of the effective date of the new law. 


1For a discussion of the law as construed in the Game Place case, click here to see Polsinelli’s August 2018 Alert titled “Yes, Virginia, Leases for More than 5 Years Really Do Need to be in the Form of a Deed” by Diane Shapiro Richer and Blake L. Daniels.

© Polsinelli PC, Polsinelli LLP in California

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About this Author

Diane Shapiro Richer Real Estate Attorney
Shareholder

Real estate transactions are often multi-layered and complex, requiring depth of experience and problem-solving skills to see them through to completion. To that end, Diane Shapiro Richer provides practical and insightful counsel to clients as they acquire, finance, develop, lease, operate and sell commercial real estate. Clients have come to rely on her to reduce complexities into carefully crafted agreements. 

Diane represents real estate investment trusts (REITs), private developers, construction and permanent lenders, retailers, non-profits and corporate users of real estate in...

202.626.8355
Blake Daniels Real Estate Attorney
Associate

Blake Daniels is committed to understanding the industry in which each client operates. As an associate in the Real Estate practice, clients rely on him to analyze and develop responses to transactional and development-related real estate matters. 

Blake delivers a range of legal services during the life cycle of a real estate transaction – from letters of intent, all the way through contract negotiation, due diligence, financing, and closing. By conducting thorough and efficient due diligence, he is able to identify and address potential complications that clients might encounter during the transaction process.

For complex real estate transactions, Blake represents a variety of clients, including:

  • Private equity firms
  • Developers
  • Commercial landlords and tenants
  • National commercial lenders
  • CMBS master servicers and special servicers
  • REITs
  • National insurance companies

Education

  • J.D., cum laude, American University, Washington College of Law, 2005, Inaugural Year of Business Law Brief
  • B.A., cum laude, American University, 2002, International Studies; Political Science

Bar Jurisdictions

  • Virginia, 2005
  • District of Columbia, 2008

Court Admissions

  • Supreme Court of Virginia, 2005
  • U.S. District Court, Eastern District of Virginia, 2008
  • U.S. Bankruptcy Court, Eastern District of Virginia, 2010
  • District of Columbia Court of Appeals, 2008
202.772.8482