Background
A tenant entered into a two-year lease beginning September 1, 2023, and prepaid 22 months of rent to the named lessors. The claimant purchased the leased property on January 16, 2024. It asserted that, upon the transfer of ownership, it succeeded to the rights and obligations arising from the lease and was therefore entitled to the portion of the prepaid rent attributable to the post-sale period, as well as the security deposit. After serving a demand and receiving no payment, the purchaser initiated enforcement proceedings; the defendant’s objection stayed those proceedings.
The defendant maintained that it had never owned or transferred the property. It characterized the arrangement as a chain involving the owner, a financial lessee, itself as an intermediate tenant or authorized lessor, and the subtenant. It also claimed that it had forwarded the rent collected from the subtenant to its own lessor, subject to an agreed management deduction, and therefore had not been unjustly enriched.
The İstanbul 18th Commercial Court of First Instance partially granted the purchaser’s action to annul the enforcement objection. It allowed enforcement to continue for TRY 2,314,683.87 plus statutory interest and awarded TRY 462,936.77 in enforcement-denial compensation. The defendant appealed, challenging jurisdiction, standing, the application of the lease-transfer rule, and the adequacy of the factual inquiry.
The Court’s Holding
The Regional Court of Appeal rejected the defendant’s jurisdictional argument. Because the claim, as pleaded, was not a rent dispute between parties to the same lease but a commercial claim seeking restitution of allegedly unjustly retained rent, the Commercial Court—not the Civil Court of Peace—was competent to hear it.
On the merits, however, the appellate court held that the first-instance court had ruled on an incomplete record. The land registry contained an annotation concerning an amendment to a financial lease, while the defendant had produced a separate ten-year lease describing how rent collected from subtenants would be transferred to its own lessor after specified deductions. The trial court had not examined the financial-leasing agreements, investigated the legal basis of the defendant’s lease, assessed the defendant’s payment records, or adequately addressed its contention that it had passed the prepaid rent onward.
The court therefore did not finally decide whether the purchaser was entitled to the post-sale prepaid rent or whether the defendant had been unjustly enriched. It unanimously accepted the appeal, vacated the judgment under Article 353(1)(a)(6) of the Code of Civil Procedure, and returned the case for retrial and a determination—after examination of the relevant leases, financial-leasing agreements, and payment documents—of whether the defendant retained an enrichment without legal basis. The remand order was final.
Key Takeaways
- A purchaser’s demand for prepaid rent may sound in unjust enrichment when it is asserted against an entity outside the purchaser’s direct lease relationship.
- Liability cannot be inferred merely from proof that an intermediate lessor initially received prepaid rent; the court must determine whether that party retained the payment or transferred it onward under a valid contractual arrangement.
- Annotated financial-leasing rights, upstream leases, agreed deductions, and payment records must be examined before deciding whether the elements of unjust enrichment are satisfied.
Why It Matters
The ruling cautions against mechanically requiring an intermediate lessor to reimburse a new property owner for post-transfer prepaid rent. In multi-tier leasing structures, the decisive question is not simply who received the tenant’s payment, but whether the defendant actually remained enriched at the purchaser’s expense and lacked a legal basis for retaining that benefit.
The decision also clarifies that characterizing such a dispute as unjust enrichment can place it within the commercial court’s jurisdiction, even though the underlying payments originated in a lease. The purchaser’s ultimate entitlement remains unresolved and must be determined on remand from the complete contractual and payment record.