Leasehold on land with building obligation

Dear forum experts,
dear legal professionals,

I am starting right away with a somewhat unusual combination, on which I have not yet found a definitive answer. I would greatly appreciate your expertise or general assessments. Of course, it is clear that this is not legal advice. Sooner or later, this will have to be clarified with a lawyer anyway.

The following initial situation:
I bought a building plot in my home municipality almost 3 years ago, with the actual intention of building there fairly soon.
A building obligation of 5 years was notarized, which I am attaching here.



I have already thought back and forth. Basically, I would of course like to keep the plot. However, since my professional situation has changed indefinitely, I will not be able to comply with the building obligation, including a possible extension (which has been prospectively indicated by the authority).
I now have an interested party who would like to lease the plot for 60 years via a hereditary lease in order to build a permitted house there.

Now the question naturally arises whether the building obligation would transfer to the lessee with a notarized hereditary lease contract.
According to the wording of the contract "The seller and his universal successors," this would in my opinion not be possible.
However, I would be interested in what the term universal successors means in this context. Does it mean succession in the event of my death or the entire legal succession of the property through a legal act, i.e., a lease contract.

I would be very happy about your opinions and suggestions!
Thanks in advance and best regards
Max

I now have an interested party who would like to lease the property for 60 years via a heritable building right in order to build an approvable house there.

What do you mean by that? Do you want to sublease your leased property? That is not possible.

Now, of course, the question arises whether the construction obligation would transfer to the lessee with a notarial hereditary lease contract.

I (merchant, and not a lawyer) read it as possibly being allowed, subject to the seller's approval.

But I would be interested to know what the term universal successor means in this context. Does it mean succession in the event of my death or the entire legal succession of the property by legal act, i.e., lease agreement.

A property does not have a universal successor; only a person does (a natural person through inheritance).

Do you want to sublease your leased property? That is not possible.

No, he himself bought it, but the property is still threatened by a return.

I now have an interested party who would like to lease the property for 60 years via a hereditary lease,

Btw. for the lessee or his financing bank (if he needs financing) a disaster. 60 years drastically restricts the financability – both in terms of amount (mortgage lending value collapses) and in repayment (low repayment not possible). But just as a side note. For me as a banker, this is a deal-breaker criterion for a new build (in the case of a single-family house).

Now, of course, the question arises as to whether the building obligation would transfer to the lessee with a notarized hereditary lease contract. According to the wording of the contract "The seller and his universal legal successors," this would in my opinion not be possible. But I would be interested in what the term universal legal successor means in this context. Does it mean succession in the event of my death or the entire legal succession of the property by legal act, i.e., lease contract.

If I now argue very correctly, you really get into trouble. Because the house to be built is NOT part of the property, but of the hereditary building right (this is stated in the law). Very harshly put, you cannot formally and legally fulfill your building obligation, since the property is still legally considered undeveloped. The wording "universal legal successor" should then not concern you with the hereditary building right, since the property remains in your possession and is also undeveloped. That’s that. But: universal legal successor is chosen as a word in such cases to express that ALL rights and obligations transfer to your successor. Regardless of transfer, sale, inheritance, or whatever. And the "resale" within the framework of a hereditary building right also transfers the building obligation, so I expect this to be the interpretation of this clause by the municipality. And to add, the granting of a hereditary building right is not a lease contract. The hereditary building right receives its own land register entry and is a real right, which is also entered in the land register of the property.

The term "universal successor" is chosen in such cases to express that ALL rights and obligations pass on to your successor. Regardless of whether by transfer, sale, inheritance, or whatever. And the "resale" within the framework of a hereditary building right also passes on the building obligation; this is how I expect the municipality to interpret this clause.

To my knowledge, universal succession does not mean the succession of all rights and obligations of a contract, but the succession of all rights and obligations of a legal entity. Accordingly, the universal successor in the case of a natural person is the community of heirs, and in the case of a legal entity is the transferee of a corporation.

In relation to the request of the original poster, I therefore see universal succession as not relevant and the definition of the term only as a contribution to his little poetry book of knowledge. I read the excerpt with the expectation that the municipality makes its consent to the transfer dependent on a submission declaration by the hereditary leaseholder under the threat of return and on the credible assurance that the building obligation will be fulfilled. The municipality regularly pursues the building obligation to secure the purposes, to remove the building land from the speculation pool and assign it to use for housing creation. The threat of return is only an "instrument" to enforce this and is actually only supposed to have to be enforced as a "plan B". The municipality itself would also incur costs and further effort from this trouble. Its goal is literally to be able to put a lid on the street and tick off the desired housing creation as "successfully fulfilled." If it is considered certain that the building obligation will be fulfilled without eternal delays, I do not see it opposing this. But the city’s legal advisor must not have any reservations about this, otherwise the city council members will keep their hands down. Don’t forget: we are talking here about an agenda item 4 of the non-public part of the meeting, where everyone wants to be able to nod without hesitation, and the chances depend significantly on previous experiences. If there were deals with complications in the past, the signs are accordingly bad.

Hello everyone,

&
first of all, many, many thanks for your detailed contributions. The issue with the universal successor became clear to me, so that's settled. In two weeks, I have an appointment with the managing director of our city to present the situation and to "find a solution that everyone can live with" (original quote from the managing director).

Wishing you a nice - hopefully long - weekend!
Best regards, Max