covenant that runs with the land

A covenant that runs with the land is a property covenant that transfers automatically when ownership of the affected land is transferred. The new owner of the property is bound by or benefits from the covenant in the same manner as the original party.

A property covenant is an agreement between parties concerning the use of real property. It may either benefit or burden the landowner. A covenant that imposes a burden is often referred to as a restrictive covenant. Restrictive covenants may be affirmative or negative. An affirmative covenant requires the landowner to perform an action, such as maintaining landscaping. A negative covenant prohibits certain actions, such as forbidding the construction of a fence.

Covenants that run with the land differ from personal covenants, which bind only the original parties and do not transfer to successors in title. Courts apply different tests to determine whether a covenant runs with the land. The four traditional elements are: 

  1. intent that the covenant run with the land, 
  2. notice to the successor in title, 
  3. the covenant touches and concerns the land, and 
  4. the existence of horizontal and vertical privity between the parties. 

Some jurisdictions apply different standards depending on whether the covenant burdens or benefits the land. For example, in California courts apply all four elements when the covenant burdens the landowner, but only require intent, touch and concern, and privity when the covenant benefits the landowner. In Tennessee, courts apply intent, touch and concern, and privity in both burden and benefit cases.

[Last reviewed in August of 2025 by the Wex Definitions Team] 

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