Non-delivery of possession: Overview, definition, and example
What is non-delivery of possession?
Non-delivery of possession refers to a situation where a seller, landlord, or other party fails to give the buyer or tenant access to property or goods as agreed in a contract. It means the person entitled to take possession doesn’t get what they were promised—whether it’s a rented space, purchased equipment, or any other tangible item.
In simple terms, it’s when you were supposed to get something—but didn’t.
Why is non-delivery of possession important?
This concept is important because possession often triggers key rights—like the ability to use property, start a lease, or take ownership. If possession isn’t delivered on time or at all, it can lead to:
- Contract breaches
- Delays in business operations
- Financial losses
- Legal disputes or termination rights
In leases, non-delivery of possession can affect when rent starts. In sales contracts, it might justify canceling the deal or demanding compensation.
Clear contract terms can help manage this risk—especially in real estate, logistics, and high-value transactions.
Understanding non-delivery of possession through an example
Let’s say your business signs a lease for a retail store, with a move-in date of August 1. But when the day arrives, the previous tenant hasn’t moved out—and the landlord can’t give you access.
This is a non-delivery of possession. Depending on your lease agreement, you may be entitled to delay rent, cancel the lease, or even sue for damages—especially if the delay hurts your business launch.
Without a clause covering this situation, it can lead to messy legal fights or expensive delays.
An example of a non-delivery of possession clause
Here’s how a clause might appear in a commercial lease:
“If Landlord fails to deliver possession of the Premises on the Commencement Date, Tenant shall not be obligated to pay rent until possession is delivered. If possession is not delivered within thirty (30) days thereafter, Tenant may terminate this Lease by written notice to Landlord.”
Conclusion
Non-delivery of possession can create real headaches in business, especially when timing matters. Whether you’re leasing a space or purchasing goods, make sure your contract addresses what happens if possession is delayed or never delivered.
Planning ahead for this scenario gives you legal options—and helps protect your time, money, and peace of mind.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.