KEN KIRSCHENBAUM, ESQ
ALARM - SECURITY INDUSTRY LEGAL EMAIL NEWSLETTER / THE ALARM EXCHANGE
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does tenant need to sign contract if owner has signed one
August 18, 2025
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does tenant need to sign contract if owner has signed one
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Ken,
I have a client who owns and leases a small airplane hangar that can accommodate up to three or four high-dollar aircraft. My client and the property have been under a Kirschenbaum Fire Alarm Monitoring Contract for approximately 20 years.
About a year ago my client began leasing the hangar to a high-profile aircraft manufacturer (who likely has a team of in-house legal counsel). Recently, my client asked me to send the monitoring invoice directly to the tenant for payment. I did so by updating only the billing address, leaving the invoice in the landlord’s name.
The tenant has responded that they cannot pay an invoice that is not in their name.
My question is: if I reissue the invoice in the tenant's name, or list both the tenant and landlord on it, does that create any risk of the tenant claiming third-party rights or expectations, despite my existing contract being solely with the landlord with third part protection?
Am I better protected by keeping the contract and invoicing strictly under the landlord’s name, or would there be more or less protection in having the tenant sign a separate agreement which they possibly would not anyway?
Thanks for your guidance.
Geo
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Response
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The Kirschenbaum Contracts TM, even those from 20 years ago [which you apparently are still using] offer the best contractual protection available in the industry. But, as strong as the contracts are they are only enforceable against the party who signs the contract and those claiming third party beneficiary rights or subrogated parties who stand in the shoes of the contracted party.
That's a mouth full, and I am hedging getting to the answer because this is a tough one. Presumably your 20 years old Kirschenbaum Contract TM provides that there are no third party beneficiaries of the contract. But, when you provide services to a non-contracting party, knowingly, you are held to certain standards. Those standards are the "reasonable man" standards; standards that follow common law rights. These standards are quite different than the standard you are required to follow to comply with your Kirschenbaum Contract TM, which exculpates you for liability even for your own negligence and limits your liability when you are found liable despite the other contract provisions. By knowingly providing service to a party who has not signed your contract I think you expose yourself to more liability than you have agreed to in your contract.
Let's see how this plays out:
The building burns down. Owner sues you. You defend by pointing out your contract provisions. Case should be over quickly. Even faster if it's the owner's insurance company suing you because of the waiver of subrogation and maybe the insurance procurement provision.
The tenant lost 3 planes in the fire. It sues you for over a million dollars, above your insurance coverage. That's first contributing factor to your high anxiety aggravation. Then your carrier lets you know that the claim exceeds your coverage, so there is Reservation of Rights, and you're free to engage your own attorney at your expense to protect you from the claim above the coverage. That's your second factor to your aggravation. Then you send the defense attorneys the 20 year old contract and let them know that the customer is the owner, not the tenant. The tenant claims that it had direct relationship with you; that you knew you were providing your services for the benefit of the tenant and that you were negligent [and maybe you or your central station was negligent].
Your motion for summary judgment gets denied because there is question of fact whether you owe the tenant a common law duty of reasonable conduct; in other words, there are too many disputed facts to determine that the contract terms are enforceable as a matter of contract law in this situation. You are now in this lawsuit for the long haul. It could hang over your head for years, require your attention for many hours and days, it will increase your insurance premiums, your carrier will be annoyed that you don't have updated contracts; your central station will be annoyed you don't have updated and contracts [and if the central station is the one who made the mistake - was negligent- it will still demand that you provide indemnity to the central station, because that's what the Dealer Agreement provides - and you didn't bother to get the Kirschenbaum Rider to Dealer Agreement].
So you tell me, think you should have anything to do with a tenant who hasn't signed an updated Kirschenbaum Contract TM?
You of course complicated the question by wondering if you can start billing the tenant in the tenants name. You are wise to recognize that's dangerous. But what if you bill the owner and the tenant sends a check? What if the owner continues to pay you but you accept calls from the tenant requesting service or calling in using the password to cancel and alarm, or is it enough that you are now on notice that the tenant is in possession?
From a legal perspective the only answer I can provide is get a contract signed by the tenant. Any other opinion would need to be supported by extensive research that you have not asked for and I have not performed. It's almost like, if you have to ask, don't do it.
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Ken Kirschenbaum,Esq
Kirschenbaum & Kirschenbaum PC
Attorneys at Law
200 Garden City Plaza
Garden City, NY 11530
516 747 6700 x 301
ken@kirschenbaumesq.com
www.KirschenbaumEsq.com
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