This page is continued from the Civil Law Self-Help Walkthrough >>>> Section 1; Torts, Breaches of Contract, and Assessing Liability >>>> Breach of Contract >>>> Breach of Covenant:
1. verb. To promise or undertake in a covenant; to agree formally.
2. noun. A formal agreement or promise, usually in a contract or deed, to do or not do a particular act; a compact or stipulation. 
1. Words used in a deed whereby the grantor, the grantee, or each of them, binds himself to the other for the performance or nonperformance of a particular act or thing, or for the existence or nonexistence of a particular state of facts, and for the breach of winch obligation the party bound should be answerable in damages. Mackenzie v Trustees of Presbytery, 67 NJ Eq 652, 61 A 1027; a term now used principally in connection with promises in conveyances or other instruments pertaining to real estate, although in the broadest sense of the term it indicates a contract.
In a more specific application of the term, it imports an agreement reduced to writing and duly executed whereby one or more of the parties named therein engages that a named act is to be performed or is to be performed sometime in the future. 20 Am J2d Cov § 1.
In a lease, the term usually means no more than a promise or agreement. 32 Am J1st L & T § 140.
A seal was a requisite of a covenant at common law, but with the elimination of the requirement of a seal upon written contracts, as such has occurred in most jurisdictions, a mere written agreement may suffice as a covenant. 20 Am J2d Cov § 1.
A breach of covenant gives rise to an action at law to recover damages or an action for equitable relief, whereas, the breach of a condition upon which an estate is granted is a forfeiture of the estate forthwith.
The term “covenant” is the name of the common-law remedy for breach of a contract under seal. 1 Am J2d Actions § 19.
It was the remedy at common law for the .recovery of rent upon a lease under seal. 32 Am J1st L & T § 523.
See restrictive covenants; title covenants. 
1. In a deed, a promise to do or not to do a particular thing, or an assurance that a particular fact or circumstances exists or does not exist.
See, for EXAMPLE, covenant for further assistance; covenant for quiet enjoyment; covenant of seisin. See also concurrent covenants; dependent covenants; independent covenant; mutual covenant; restructive covenant; title covenants.
2. A contract or agreement.
3. verb. To contract; to pledge; to make a binding promise. 
covenantor – A person who covenants; the maker of a covenant. — Also spelled covenanter. 1. The person making a covenant. 
covenantee – The person to whom the performance of the terms of a covenant is due.  1. The person to whom a covenant is made. 
executed covenant – (1894) A covenant that has been fully performed.
executory covenant – (18c) A covenant that remains unperformed in whole or in part. 
Various Types of Covenants:
covenant against encumbrances – A title covenant in the form of a stipulation by the covenantor that there are no outstanding rights or interest to the estate conveyed or any part thereof which will diminish the value of the estate, but which are consistent with the passing of the estate. 20 Am J2d Cov § 81.
covenant appurtenant – Same as covenant running with the land.
covenant collateral – A covenant in a deed which does not relate to the grant.
covenant for further assurance – A covenant of title binding the grantor to perform all acts, deeds, conveyances and assurances which may be wanting to the confirmation of the grantee’s title, or to secure the execution of such other deeds or instruments as shall be necessary to perfect or confirm the title. 20 Am J2d Cov § 108.
covenant for title – See title covenants.
covenant inherent – See inherent covenant.
covenant in law – A covenant which the law implies or intends from the nature of the transaction, although it is not expressed by words in the instrument which contains it. It is a rule that such a covenant is operative only when the parties have omitted to insert covenants in the instrument. 20 Am J2d Cov § 12.
See implied covenant.
covenant not to sue – A device most familiar in the law of torts, being used to prevent the release of a tortfeasor upon settling with his joint tortfeasor. 1 Am J2d Accord § 9.
A covenant not to sue recognizes that the obliga~ . tion or liability continues but the injured party agrees not to assert any rights grounded thereon against a particular covenantee. Atlantic Coast Line R. Co. v Boone (Fla) 85 So 2d 834, 57 ALR2d 1189. Indicia of such a covenant are: No intention on the part of the injured person to give a discharge of the cause of action, or any part thereof, but merely to treat in respect of not suing thereon, and this seems to be the prime differentiating attribute; full compensation for his injuries not received, but only partial satisfaction; and a reservation of the right to sue the other wrongdoer. Smith v Dixie Park Co. 128 Tenn 112, 120 SW 900.
covenant of quiet enjoyment – A title covenant, an assurance that the grantee shall have legal, quiet, and peaceful possession. 20 Am J2d Cov § 97; an express or implied covenant in a lease that the lessee shall not be evicted or disturbed in his possession of the demised premises or any part thereof. 32 Am J1st L & T § 268.
The covenant of quiet enjoyment extends only to the possession, not to the title of the property transferred, and is sometimes referred to as a “covenant for possession.” 20 Am J2d Cov § 97. — aka covenant for possession; covenant for quiet enjoyment.
covenant of seisin – A covenant of title, otherwise known as a covenant of good right to convey, is a general covenant that the grantor is lawfully seised and has the right to convey the property at the time of the execution of the conveyance, extending to the land itself and to whatever is properly appurtenant to, and passing by, the conveyance of the land. 20 Am J2d Cov § 73. — aka covenant of good right to convey.
covenant of special warranty – See special warranty.
covenant of warranty – The principal title covenant, being an agreement by the grantor or warrantor that upon the failure of the title which the deed purports to convey, either for the whole estate or 1 part only, he will make compensation in money for the loss sustained. It is an assurance or guaranty ‘ of title, or an agreement or assurance by the grantor of an estate that the grantee and his heirs and assigns shall enjoy it without interruption by virtue of a paramount title, and that they shall not, by force of a paramount title, be evicted from the land 1 or deprived of its possession. 20 Am J2d Cov § 50.
covenant performed – A form of plea in actions of I covenant, which admits the-execution of the covenants, but pleads the performance of them. Roth v Miller (Pa) 15 Serg & R 100, 105.
covenant real – See real covenant.
covenant running with the land – A real covenant, a covenant under which either the liability for performance or the right to performance passes to a vendee or assignee. 20 Am J2d Cov § 29; a covenant l of a lease, the burdens, as well as the benefits of \évhich, are upon the assignee. 32 Am J1st L & T 157. — aka covenant appurtenant.
covenant to convey – A covenant by which the covenantor agrees to convey certain described property.
covenant to rebuild – A covenant by the lessor. to rebuild the structures upon the demised premises after their destruction by fire or the elements. 32 Am J1st L & T § 709.
covenant to redeliver – An implied obligation or covenant on the part of a lessee to redeliver possession of the demised premises on the expiration of the lease. 32 Am J1st L & T § 841.
covenant to repair – An express agreement in a lease binding the lessee to surrender the premises upon the expiration of the lease in a designated condition of repair. 32 Am J1st L & T § 803; a covenant by the lessor to repair the premises after injury thereto by fire or the elements. 32 Am J1st L & T § 709.
covenant to stand seised to uses – A covenant by which a man, seised of land, covenants in consideration of blood or marriage that he will stand seised of the same to the use of his child, wife, or kinsman, for life, in tail, or in fee. In such case, the statute of uses executed the estate at once for the beneficiary having thus acquired the use, the statute clothed him with possession, “by a kind of parliamentary magic.” See 2 Bl Comm 338. 
absolute covenant – (17c) A covenant that is not qualified or limited by any condition. Cf. conditional covenant.
active covenant – (1933) A covenant that obligates the promisor to do something. See affirmative covenant. Cf. passive covenant.
affirmative covenant – (18c) A covenant that obligates a party to do some act; especially, an agreement that real property will be used in a certain way. * An affirmative covenant is more than a restriction on the use of property. For the real-property sense, see affirmative covenant under COVENANT (4). Cf. negative covenant.
assertory covenant – One that affirmatively states certain facts; an affirming promise under seal.
auxiliary covenant – (18c) A covenant that does not relate directly to the primary subject of the agreement, but to something connected to it. Cf. principal covenant.
collateral covenant – (17c) A covenant entered into in connection with the grant of something but not immediately related to the thing granted; esp., a covenant in a deed or other sealed instrument extraneous to the property being conveyed. Cf. inherent covenant.
concurrent covenant – (1819) A covenant that requires performance by one party at the same time as another’s performance.
conditional covenant – ( 17c) A covenant that is qualified by a condition. Cf. absolute covenant.
conservation covenant – See conservation easement under EASEMENT. .
continuing covenant – (18c) A covenant that requires the successive performance of acts, such as an agreement to pay rent in installments.
covenant not to compete – (1978) A promise, usually in a sale-of-business, partnership, or employment contract, not to engage in the same type of business for a stated time in the same market as the buyer, partner, or employer. * Noncompetition covenants are valid to protect business goodwill in the sale of a company. In employment contexts, requiring the employee, after leaving the employment, not to do a particular type of work, they are disfavored as restraints of trade. Courts generally enforce them for the duration of the relationship, but provisions that extend beyond that relationship must be reasonable in scope, time, and territory. — aka noncompetition agreement; noncompete covenant; noncompetition covenant; restrictive covenant; covenant in restraint of trade; promise not to compete; contract not to compete.
covenant not to execute – (18c) A covenant in which a party who has won a judgment agrees not to enforce it. * This covenant is most common in insurance law.
covenant not to sue – (18c) A covenant in which a party having a right of action agrees not to assert that right in litigation. — Abbr. CNS. — aka contract not to sue.
Excerpt from John D. Calamari & Joseph M. Perillo, The Law of Contracts 5 21-11, 878-79 (3d ed. 1987):
“A covenant not to sue is a promise by the creditor not to sue either permanently or for a limited period. If the promise is one never to sue it operates as a discharge just as does a release. The theory is that should the creditor sue despite his promise not to, the debtor has a counterclaim for damages for breach of the creditor’s covenant not to sue which is equal to and cancels the original claim. . . . If the covenant is not to sue for a limited time, the modern view is that the covenant may be raised as an affirmative defense to any action brought in violation of the covenant.” 
dependent covenant – (18c) A covenant that imposes a duty that depends on the other party’s prior performance. * Until the performance, the other party does not have to perform. Cf. concurrent covenant; independent covenant.
express covenant – (17c) A covenant created by the words of the parties. — aka covenant in deed. Cf. implied covenant.
Excerpt from Thomas Platt, A Practical Treatise on the Law of Covenants 25-26 (1829):
“Express covenants are such as are created by the express words of the parties in a deed, declaratory of their intention. As the good of society requires that contracts entered into with the solemnity incident to deeds or covenants should be inviolably observed and strictly executed, the law has decreed, that where a man expressly covenants to do an act which he would not otherwise be bound by law to perform, he has, by his own deliberate act, imposed on himself a responsibility, from which in general he cannot be relieved, and is compellable, if he neglect such duty, to make compensation in damages to the party injured.” 
v implied covenant. (17c) A covenant that can be inferred from the whole agreement and the conduct of the parties. -Also termed covenant in law. See implied term under TERM (2). Cf. express covenant.
> implied covenant of good faith and fair dealing. (1924) An implied covenant to cooperate with the other party to an agreement so that both parties may obtain the full benefits of the agreement; an implied covenant to refrain from any act that would injure a contract
ing party’s right to receive the benefit of the contract.
Breach of this covenant is often termed bad faith. See BAD FAITH (2).
> implied covenant of habitability. See implied warranty of habitability under WARRANTY (2).
> implied negative covenant. (1890) A covenant binding a grantor not to permit use of any reserved right in a manner that might destroy the benefits that would otherwise inure to the grantee.
> independent covenant. (17c) A covenant that imposes a duty that does not depend on the other party’s prior performance. Cf. dependent covenant.
“Where the performance of one covenant depends upon the performance of another, the precedent condition must be performed, before an action can be maintained on the other covenant. Covenants are to be regarded as dependent, according to the intention of the parties and the good sense of the case; and technical words will give way to such intention. Courts will not hold covenants to be independent, so that one party may refuse and yet enforce performance, unless there is no other way of construing it. But where one act is to be done by one party before another act, which is the consideration of it, is to be done by the other, the covenants to do those acts are independent.” W.B. Martindale, A Treatise on the Law of Conveyancing § 174, at 158-59 (Lyne S. Metcalfe ed., 2d ed. 1889).
v inherent covenant. (18c) A covenant that relates directly to land, such as a covenant of quiet enjoyment. Cf. col
p intransitive covenant. (1878) A covenant whose performance does not pass from the original covenantor to the covenantor’s representatives. Cf. transitive covenant.
> joint covenant. (17c) A covenant that binds two or more covenantors together. Cf. several covenant,
p negative covenant. (18c) A covenant that requires a party to refrain from doing something; esp., in a realestate financing transaction, the borrower’s promise to the lender not to encumber or transfer the real estate as long as the loan remains unpaid. Cf. apirmatz‘ve covenant.
p noncompete covenant. See covenant not to compete.
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noncompetition covenant. (1956) See covenant not to compete.
> passive covenant. (1816) A covenant that obligates the
promisor to refrain from doing something. Cf. active covenant.
> positive covenant. (1827) A covenant that requires a
party to do something (such as to erect a fence within a specified time).
b principal covenant. (1860) A covenant that relates
directly to the principal matter of an agreement. Cf. auxiliary covenant.
> protection covenant. See PROTECTION COVENANT.
> restrictive covenant. See covenant not to compete. (For the real-property sense, see restrictive covenant under COVENANT (4).)
r several covenant. (18c) A covenant that binds two or
more covenantors separately. Also termed separate covenant. Cf. joint covenant.
> transitive covenant. A covenant whose duty of performance passes from the original covenantor to the covenantor’s representatives. Cf. intransitive covenant.
2. TREATY. 3. A common-law action to recover damages or specific performance for breach of contract under seal. –Also termed action of covenant. 4. A promise made in a deed or im lied by law; esp, an obligation in a deed burdening or avoring a landowner. See contract
under seal under CONTRACT.
“A covenant is properly defined as a promise made in deed, although in practice the term is used rather more loosely to mean simply an obligation affecting a landowner whether createdsby deed or not.” Peter Butt, Land Law 334-35 (2d ed.198 L
“In their nature, covenants are first cousins to easements appurtenant. The burdened land corresponds to a servient tenement, the benefitted land, to a dominant tenement. ln concept, the main difference between easements and covenants is that, whereas an easement allows its holder to go upon and to do something upon the servient tenement, the beneficiary of a covenant may not enter the burdened land, but may require the owner of that land to do, or more likely not to do, something on that land.” Roger A. Cunningham et al., The Law of Property § 8.13, at 467 (2d ed. 1993).
> aflirmative covenant. (18c) An agreement that real property will be used in a certain way. 0 An atlirmative covenant is more than a restriction on the use of property. It requires the owner to undertake certain acts on the property. For a more general definition of this term, see apirmative covenant under COVENANT (1).
> appurtenant covenant. See covenant appurtenant.
p covenant against encumbrances. (1807) A grantor’s promise that the property has no visible or invis’ ible encumbrances. 0 In a special warranty deed, the covenant is limited to encumbrances made by the grantor. ~Also termed warranty against encumbrances; general covenant against encumbrances. Cf. special covenant against encumbrances.
> covenant appurtenant (a-par-ta-nant). (1899) A covenant that is connected with the grantor’s land; a covenant running with the land. –Also termed appurtenant covenant. Cf. covenant in gross.
covenant for further assurances. (18c) A covenant to do whatever is reasonably necessary to perfect the title conveyed if it turns out to be imperfect. –Also termed warranty of further assurances. See further assurance
> covenant for possession. (1869) A covenant giving a grantee or lessee possession of land.
b covenant for quiet enjoyment. (17c) l. A covenant insuring against the consequences of a defective title or any other disturbance of the title. 2. A covenant ensuring that the tenant will not be evicted or disturbed by the grantor or a person having a lien or superior title. 0 This covenant is sometimes treated as being synonymous with covenant of warranty. Also termed
covenant of quiet enjoyment.
r covenant for title. (18c) A covenant that binds the grantor to ensure the completeness, security, and continuance of the title transferred. 0 This covenant usu. includes the covenants for seisin, against encumbrances, for the right to convey, for quiet enjoyment, and of warranty. -Also termed title covenant; deed warranty.
“These covenants [for title] were five in number: hrst, that the grantor was seised of the estate which he purported to convey, called the covenant for seisin; secondly, that he had a good right to convey it; thirdly, that the grantor should quietly possess and enjoy the premises without
interruption, called the covenant for quiet enjoyment; fourthly, that such should be the case free and clear from all incumbrances, called the covenant against incumbrances; and tifthly, that such other assurances should be thereafter executed as might be necessary to perfect or conform the title, called the covenant for further assurance.” William
Henry Rawle, A Practical Treatise on the Law of Covenants for Title 17 (5th ed. 1887).
> covenant in gross. (17c) A covenant that does not run with the land. Cf. covenant appurtenant.
> covenant of good right to convey. See covenant ofsez’sz’n.
> covenant of habitability (hab-a-ta-bil-a-tee). See implied warranty of habitabz’lz’ty under WARRANTY (2).
> covenant of nonclaim. (1848) A covenant barring a
grantor or the grantor’s heirs from claiming title in the conveyed land.
» covenant of quiet enjoyment. See covenant for quiet enjoyment.
> covenant of seisin (see-zin). (18c) A covenant, usu. appearing in a warranty deed, stating that the grantor has an estate, or the right to convey an estate, of the quality and size that the grantor purports to convey. O For the covenant to be valid, the grantor must have both title and possession at the time of the grant. –Also termed covenant of good right to convey; right-to-convey covenant.
> covenant of warranty. ( 18c) A covenant by which the grantor agrees to defend the grantee against any lawful or reasonable claim of superior title by a third party and to indemnify the grantee for any loss sustained by the claim. 0 This covenant is sometimes treated as being synonymous with covenant for quiet enjoyment. The covenant is not breached if the grantor fails to defend the grantee against an invalid claim. See WARRANTY (1).
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covenant running with the land. ( 18c) A covenant intimately and inherently involved with the land and there~ fore binding subsequent owners and successor grantees indehnitely 0 The chief examples are these: (1) covenants for the maintenance of fences and walls; (2) covenants
for the building and use of party-walls; (3) covenants for the leaving open of ways or parks; (4) covenants restricting building to a particular line; and (5) cov-v enants restricting the kinds of buildings in a specified locale. -Also termed covenant that (or which) runs
with the land; real covenant.
“A covenant which runs with the land is a promise by the grantor of land to be active or passive in the use of related land for the benefit of the granted land, or a promise by the grantee of land to be active or passive in its use for the benefit of related land of the grantor, which promise must be signed by the promisor in the deed or as a separate instrument under seal at about the same time; and of which promise the effect is to bind the promisor and his lawful successors to the burdened land for the benefit of the promisee and his lawful successors to the benefited land, and to give each the power to enforce his right in his own name.” Henry Upson Sims, Covenants Which Run with Land, Other Than Covenants for Title 17-18 (1901).
> covenant running with the title. (1894) 1. A covenant that relates to the land but has a speciiic or reasonably
determinable expiration time. 2. See covenant running with the land.
> covenant to convey. (18c) A covenant in which the cov
enantor agrees to transfer an estate’s title to the covenantee.
covenant to renew. (18c) An executory contract that gives a lessee the right to renew the lease.
> covenant to stand selsed (seezd). (17c) Archaic. A covenant to convey land to a relative. O ‘Ihis covenant could not be used to convey land to a stranger; the only
consideration that supports the covenant is the relationship by blood or marriage.
v environmental covenant. (1990) A real covenant to remediate contaminated land.
b future covenant. (18c) A covenant that can be breached only upon interference with the possession of the grantee or the grantee’s successors. O The covenants in this class are the covenant for further assurances, the covenant for quiet enjoyment, and the covenant of warranty. The distinction between future and present covenants becomes important in determining when the statute of limitations begins to run. Cf. present covenant.
> general covenant against encumbrances. See covenant against encumbrances. .
> implied reciprocal covenant. (1948) A presumption that a promisee has, in return for a promise made respecting land, impliedly made a promise to the promisor respecting other land. -Also termed implied reciprocal servitude.
> personal covenant. (17;) A covenant that creates a personal right or obligation enforceable only between the covenanting parties and that is not binding on the
heirs or assigns of the parties. Cf. covenant running with the land.
I» present covenant. (18c) A covenant that can be breached only at the time of conveyance. 0 The three covenants in this class are the covenant against encumbrances, the
covenant of right to convey, and the covenant of seisin. Cf. future covenant.
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present covenant. (18c) A covenant that can be breached only at the time of conveyance. O The three covenants in this class are the covenant against encumbrances, the covenant of right to convey, and the covenant of seisin.
Cf. future covenant. > protection covenant. See PROTECTION COVENANT. > real covenant. See covenant running with the land.
p restrictive covenant. (1811) 1. A private agreement, usu. in a deed or lease, that restricts the use or occupancy of real property, esp. by specifying lot sizes, building lines, architectural styles, and the uses to which the property may be put. 0 Some restrictive covenants, such as racebased restrictions on transfers, are unenforceable but do not necessarily void the deed. -Also termed restrictive covenant in equity; equitable easement; equitable servi
tude. 2. See covenant not to compete under COVENANT
p right-to-convey covenant. See covenant of seisin.
> special covenant against encumbrances. (1860) A grantor’s promise that the property is free Of encumbrances created by the grantor only, not the grantor’s
predecessors. See special warranty deed under DEED. Cf. covenant against encumbrances.
> title covenant. See covenant for ti tle.
covenant, vb. (14c) To promise or undertake in a covenant; to agree formally.
covenantal, adj. (1863) Of, relating to, or involving a covenant.
covenant appurtenant. See COVENANT (4)
promise by covenant is m of a covenant.
). (17c) The person to whom a ade; one entitled to the benefit
covenanter. See COVENANTOR.
covenant not to compete. See COVENANT (1).
covenant of good right to convey. See covenant of seisin under COVENANT (4).
covenant of seisin. See COVENANT (4).
coVenantor (kav-a-nan-tar or kav-a-nan-tor). (17c) The person who makes a promise by covenant; one subject . to the burden of a covenant. -Also spelled covenanter.
covenant running with the land. See COVENANT (4).
covenant that runs with the land. See covenant running with the land under COVENANT (4).
covenant to protect against drainage. See PROTECTION COVENANT. .
covenant which runs with the land. See covenant running with the land under COVENANT (4). 
covenant appurtenant [a . per te ~ new] Same as covenant running with the land.
covenant for further assurance
[fer ‘ ther e shoor ense] Acovenam binding the grantor to perform any further acts as might be necessary to perfect title.
covenant for quiet enjoyment [kwy ~ et en ‘ joy . ment] A covenant that title is
good and that therefore the grantee will be undisturbed in her possession and use of the property. See good title.
covenants for title [ty ‘ tel] See title covenants.
covenant not to compete [kum peet] A provision in an employment contract in which the employee promises that, upon leaving the employer, she will not engage in the same business, as an employee or otherwise, in competition with her former employer. Such a covenant, which is also found in partnership agreements and agreements for the sale of a business, must be reasonable with respect to its duration and geographical scope.
covenant not to sue In tort law, an agreement not to sue to enforce a cause of action. A covenant not to sue entered into with one tortfeasor does not release other joint tortfeasors.
covenant of seisin [see zin] A covenant that the grantor has title to the property and the right to convey it. See seisin.
covenant of warranty [war . en tee] See warranty deed.
covenant running with the land
[run ing] A covenant that passes with the land when the land is conveyed. Such a covenant imposes upon the next purchaser, and all subsequent purchasers, both the liability for performance and the right to demand performance. See running with the land. 
Disclaimer: All material throughout this website is compiled in accordance with Fair Use.
: Ballantine’s Law Dictionary with Pronunciations Third Edition by James A. Ballantine (James Arthur 1871-1949). Edited by William S. Anderson. © 1969 by THE LAWYER’S CO-OPERATIVE PUBLISHING COMPANY. Library of Congress Catalog Card No. 68-30931
: John D. Calamari & Joseph M. Perillo, The Law of Contracts 5 21-11, 878-79 (3d ed. 1987).
: Thomas Platt, A Practical Treatise on the Law of Covenants 25-26 (1829).
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