The opinion of the Court was delivered by
HANDLER, J.
This case arises out of the attempts of a commercial-leasing broker to recover commissions for procuring tenants in a shopping center. The legal issue presented is whether the broker, which earned commissions for obtaining long-term tenants for the shopping-center owner, can impose an equitable lien on the rental income derived from those tenants after the sale of the shopping [543]*543center to a new owner who, although aware of the broker’s claim, had not agreed to be responsible for such commissions.
When the current owner refused to pay the broker’s commissions, the broker instituted this suit, seeking a declaration imposing an equitable lien against the shopping center’s rental income. The trial court determined that the broker was not entitled to an equitable lien and dismissed the complaint. On appeal, the Appellate Division reversed that judgment. 261 N.J.Super. 447, 619 A.2d 251 (1993). This Court granted certification. 133 N.J. 443, 627 A.2d 1147 (1993). We now reverse and reinstate the judgment of the trial court.
I
Plaintiff VRG Corporation (“VRG”) is a real-estate broker specializing in obtaining long-term tenants for commercial property. On October 24, 1985, VRG entered into an Exclusive Agency to Lease Agreement (“agreement”) with Golden Reef Corporation (“Golden Reef’), a New Jersey corporation, and Perlman Enterprises, Inc., a Florida corporation authorized to do business in New Jersey, to assist in the development of the Heather Croft Square Shopping Center (“shopping center”) in the town of North-field, New Jersey. The agreement granted VRG an exclusive agency to procure tenants for the shopping center.
Catherine Backos, a licensed New Jersey real-estate broker and a vice-president of VRG, negotiated the agreement with Golden Reef. Initially, Backos attempted to negotiate full payment on a discounted basis of all the commissions due at the time the shopping center opened. However, Stuart Perlman, the principal of Golden Reef, refused.
Paragraphs four and five of the agreement discuss the broker’s compensation for procuring tenants. Paragraph four sets VRG’s commission at six percent of each monthly rental payment received from the tenants that it procured. Paragraph five provided for the payment of $250,000.00 as an advance on commissions, which was then to be credited against monthly rents at the rate of [544]*544six percent. VRG also agreed to remove a provision from the original draft agreement that would ensure an accelerated payment of all commissions due from the proceeds of any sale of the property. In addition, the agreement bound the successors and assigns of the parties.
VRG obtained long-term tenants for the shopping center, which opened in December 1986. At that time, Golden Reef paid VRG the $250,000.00 advance payment under paragraph five of the agreement. VRG calculated that the $250,000.00 advance, credited against the six percent commissions from the monthly rentals, would have been exhausted and payment based on the monthly rents would have commenced in March 1992.
Golden Reef, on February 22, 1989, entered into a contract to sell the shopping center to defendant GKN Realty Corporation (“GKN”) for $9,800,000.00. That contract was later assigned by GKN to Heather Croft on May 24, 1989 (hereinafter GKN and Heather Croft are collectively referred to as “GKN”).
Backos testified that when she learned of the impending sale, she advised GKN’s real-estate counsel, Donna Sternberg, that “we had an ongoing commission contract with Golden Reef Corporation and that if the property were being sold, I wanted her to be aware that there was an ongoing obligation by the landlord to pay a six percent commission for these leases that were in that center.” Sternberg notified David Nussbaum, a vice-president of GKN, of her conversation with Backos. Subsequently, Nussbaum and Roger Gladstone, another vice president of GKN, met with Backos and Val Galasso, the President of VRG. Backos testified that she advised Nussbaum of the “ongoing obligation by the landlord to pay ... the six percent commission on each of the leases that [VRG] had obtained.”
Following the discussion with Backos and Perlman, Nussbaum testified that GKN amended the original contract of sale with Golden Reef. Although the initial contract made no reference to any potential liability for commissions owed to VRG, the amended contract included an indemnification provision, which stated that [545]*545Golden Reef was to be responsible for payment of the broker’s commissions.
Nussbaum, who negotiated the purchase of the shopping center for GKN, believed that the commissions would be paid at the closing by Golden Reef. Backos herself testified that she had “expected to be paid off’ the outstanding $809,388.96 in commissions by Golden Reef at the settlement and that she had “looked to Golden Reef as the primary party responsible for paying these commissions.” Backos acknowledged at trial that Nussbaum never told her that GKN would pay the commissions. In response to a letter dated June 12,1989, in which Backos stated “she expected to be paid in full at the closing,” Perlman advised Backos not to attend the closing. He further stated that he would pay VRG its commission the day after the closing. After her discussion with Perlman, Backos telephoned Nussbaum who also advised her not to attend the closing because it might “fall apart” if she attended and demanded payment. Although disputed by Nussbaum, Backos testified that she advised him that if VRG’s commission obligation was not satisfied at the closing, VRG would look to GKN for the commissions. At the closing, Golden Reef assigned to GKN all of its right, title, and interest in the leases procured by VRG.
Golden Reef never made payment to VRG. On July 11, 1989, VRG filed a complaint against Golden Reef and GKN to recover its commissions. Golden Reef then filed a Chapter 11 bankruptcy petition, effectively foreclosing VRG’s claim for commissions against it.
II
Although VRG presents its claim in the contemporary setting of brokerage services rendered in connection with the development, completion and management of a modern-day shopping center, the remedy that it seeks—the equitable lien—has its roots in the traditions of equity. The equitable principles that gave rise to the remedy continue to shape it.
[546]*546An equitable lien is “a right of special nature in a fund and constitutes a charge or encumbrance upon the fund.” In re Hoffman, 63 N.J. 69, 77, 304 A.2d 721 (1973). Generally, “[t]he theory of equitable liens has its ultimate foundation ... in contracts, express or implied, which either deal with or in some manner relate to specific property, such as a tract of land, particular chattels or securities, a certain fund, and the like.” 4 John N. Pomeroy, A Treatise on Equity Jurisprudence § 1234, at 695 (Spencer W. Symons ed., 5th ed. 1941); see Bergen Co. Welf. Bd. v. Gross, 96 N.J.Super. 472, 478-80, 233 A.2d 389 (Ch.Div. 1967). An equitable lien “may be created by express executory contracts relating to specific property then existing, or property to be afterward acquired.” Temple v. Clinton Trust Co., 1 N.J. 219, 226, 62 A.2d 690 (1948); see also 53 C.J.S. Liens § 6, at 464 (1987) (“As a general rule, any express executory contract whereby one party clearly indicates an intention to charge or appropriate some particular property, real or personal, therein described or identified, as security for a debt or other obligation, or whereby one party promises to assign, convey, or transfer the property as security for such a debt or obligation, creates an equitable lien on the property so indicated.”). It may also be founded on “the dictates of equity and conscience, as where a contract of reimbursement could be implied at law and enforced by the action of assumpsit, or in certain cases where contribution or reimbursement is enforceable in equity, including those involving fraud and mistake.” Temple, supra, 1 N.J. at 226, 62 A.2d 690. “The whole doctrine of equitable liens or mortgages is founded upon that cardinal maxim of equity which regards as done that which has been agreed to be, and ought to have been, done.” Rutherford Nat’l Bank v. H.R. Bogle Co., 114 N.J.Eq. 571, 169 A. 180 (Ch.1933); see Hadley v. Passaic Nat’l Bank, 113 N.J.Eq. 548, 551, 168 A. 38 (Ch.1933).
Traditionally, New Jersey courts held that a mere promise to pay a debt out of a designated fund does not give rise to an equitable lien on that fund unless the promisor parts with control of the fund. Metropolitan Life Ins. Co. v. Poliakoff, 123 N.J.Eq. [547]*547524, 529, 198 A 852 (Ch.1938); Myers v. Forest Hill Gardens Co., 103 N.J.Eq. 1, 141A 808 (Ch.1928), ajfd, 105 N.J.Eq. 584, 147 A. 911 (E. & A. 1929); American Pin Co. v. Wright, 60 N.J.Eq. 147, 46 A. 215 (Ch.1900), aff'd, 85 N.J.Eq. 219, 98 A 1084 (E. & A. 1901). Our courts today, however, recognize that a contract to pay for services out of a designated fund gives the party performing the services an equitable lien on that fund when it comes into existence. “Where one promises to pay for services rendered out of a fund created in whole or in part by the efforts of the promisee, a lien in favor of the promisee will attach to the fund when it comes into existence.” Hoffman, supra, 63 N.J. at 77, 304 A.2d 721; see Camden Safe Deposit and Trust Co. v. Atlantic Properties, Inc., 10 N.J. Misc. 59, 59-60, 157 A. 838 (Ch.1931). Nevertheless, the language purporting to express such an understanding must itself be clear. See Wilson v. Seeber, 72 N.J.Eq. 523, 66 A. 909 (Ch.1907).
Reflecting the notion that the primary basis for the imposition of an equitable hen is contractual, such a hen may arise through an assignment. Thus, where a contract itself creates the basis for a hen, a court may impose an equitable hen if the contract is assigned with notice of that hen. See McCann v. Biss, 65 N.J. 301, 313, 322 A.2d 161 (1974); Masten Realty Co. v. James, 125 N.J.L. 529, 530, 16 A.2d 464 (S.Ct.1940).
Further, it is generally recognized that the intent of the parties controls in the creation of an equitable hen.
[E]quity looks at the final intent and purpose rather than at the form. If an intent to give, charge, or pledge property, real or personal, as security for an obligation appears, and the property or thing intended to be given, charged, or pledged is sufficiently described or identified, then the equitable lien or mortgage will follow as of course.
[Rutherford Nat’l Bank, supra, 114 N.J.Eq. at 574, 169 A 180 (citations omitted).]
Hence, “[w]hile the form which an agreement shall take in order to create an equitable hen or mortgage is quite immaterial, ... [discerning] the final intent and purpose” is critical in equity. Id. at 571, 169 A. 180; see also Eisenhardt v. Schmidt, 27 N.J.Super. [548]*54876, 98 A.2d 698 (Ch.Div.1953) (noting that important element in whether to impose equitable lien is not form of agreement, but parties’ intentions).
Additionally, unjust enrichment may constitute a ground for imposing an equitable lien. See Callano v. Oakwood Park Homes Corp., 91 N.J.Super. 105, 108, 219 A.2d 332 (App.Div.1966). An equitable lien may be created “[wjhere property of one person can by a proceeding in equity be reached by another as security for a claim on the ground that otherwise the former would be unjustly enriched.” Restatement of Restitution § 161 (1937); see Copeland v. Clafin, 12 N.J.Super. 10, 14, 78 A.2d 827 (App.Div.), certif. denied, 7 N.J. 347, 81 A.2d 522 (1957).
Ill
A.
We consider initially whether under the circumstances an equitable lien arises based on the express or implied intention of the parties. Courts use a number of interpretive devices to discover the intention of parties to a contract. “ ‘These include consideration of the particular contractual provision, an overview of all the terms, the circumstances leading up to the formation of the contract, custom, usage, and the interpretation placed on the disputed provision by the parties’ conduct.’” Jacobs v. Great Pacific Century Corp., 104 N.J. 580, 582, 518 A.2d 223 (1986) (quoting Kearny PBA Local No. 21 v. Town of Kearny, 81 N.J. 208, 221, 405 A.2d 393 (1979)).
The trial court held that “there is no equitable lien enforceable against GKN” and entered final judgment dismissing VRG’s claim. The court concluded:
The law is clear; [in order to create an equitable lien] there must be some manifestation of intention to have some particular property subjected to. the payment of a debt. However, in this case, I find no intention by GKN or Golden Reef that the rental payments serve as security for the payment of VRG’s rental commissions.
[549]*549The Appellate Division disagreed, believing that Golden Reef, as well as VRG, had the intent necessary to create the equitable lien:
It is uncontroverted that VRG desired full payment upon the opening of the shopping center but that Perlman wished to pay part in advance with the remainder coming from the “stream” of rental income. Given these circumstances there can be no question but that it was the rental monies that both parties intended to be the source of payment once the advance was exhausted.
[ 261 N.J.Super. at 456, 619 A.2d 251.]
The contract itself does not express the intent found by the Appellate Division. VRG and GKN did not explicitly agree that the broker’s commission would be paid out of the rental income generated by tenants of the shopping mall. Paragraph two of the agreement states that “[i]n consideration of the services to be rendered by Broker, Owner grants to VRG the exclusive agency to procure tenants for the Center.” “As compensation for Broker’s acceptance of this agency and its diligent efforts to procure tenants for the Center,” paragraph four provides,
Owner agrees that Broker shall be entitled to a commission for each tenant who enters into a lease for space in the Center during the term of this Agreement equal to six (6%) percent of each monthly gross base rental payment under the initial term of such lease.
The terms of the agreement thus specify only that VRG’s compensation is both contingent on and measured by the rental income received by Golden Reef from the leases that VRG procured.
That Perlman did not specifically express the intent to pay commissions from the rental proceeds as such is not necessarily fatal to the creation of an equitable lien. See, e.g., Manfredi v. Manfredi 12 N.J.Super. 207, 211, 79 A.2d 331 (Ch.1951) (noting that intent of parties, not words of agreement, is important to create equitable lien). An “overview of all of the terms” (Jacobs, supra, 104 N.J. at 582, 518 A.2d 223) of the contract, including both its structure and cognate provisions, is relevant in determining whether the parties intended that rental incomes would constitute security for the payment of VRG’s commissions.
The Appellate Division found that the contract as a whole embraced such an understanding, which, it stated,
[550]*550is particularly evidenced by the structure of the initial $250,000 payment, i.e. to be applied against each month’s rental income as credit against VRG’s entitlement to 6% of that income. We think it plain the parties’ intent, particularly Perlman’s, was to limit VRG’s right to receive its commissions to the stream of rental income from the property____ Simply put, VRG was responsible for procuring the rental income from the shopping center and Perlman negotiated and agreed to a pledge of that income as a source of payments of VRG’s commissions.
[ 261 N.J.Super. at 456-57, 619 A.2d 251.]
The contract, however, does not import an agreement “to a pledge of [the rental] income as a source of payments of VRG’s commissions.” Paragraph 4 of the agreement provides that VRG’s “commission for each tenant” is “equal to six (6%) percent” of the rent. Further, the commission is to be payable on a “monthly basis ... by [Golden Reef] to [VRG] within ten (10) days after receipt by [Golden Reef] of the subject monthly rental payment.” Thus, the contract language makes clear that the rents are used only as a measure of the amount and timing of commission payments, not as their source or security. Cf. Wilson, supra, 72 N.J.Eq. at 531, 66 A 909 (“[T]he language is clear. Schauble [client] agreed to pay Wilson [attorney] one-third part of whatever money shall be paid to or received by Schuable by way of compromise, & c. The language is not to pay a sum equal to one-third, but to pay the one-third part.”). Hence, the trial court correctly determined that “the parties agreed on a formula for calculating the compensation due VRG for its services” and that the provision for compensation in the contract constituted “a simple calculation” and “merely a payment schedule.”
Further, “the circumstances leading up to [and surrounding] the formation of the contract” (Jacobs, supra, 104 N.J. at 582, 518 A.2d 223), do not establish a mutual intent that the rents would be pledged to secure the payment of VRG’s commissions. In Hoffman, supra, 63 N.J. at 69, 304 A.2d 721, this Court imposed an equitable lien for an accountant who had prepared amended tax returns for a decedent based on a promise that the accountant’s fee would be paid out of the refund. The decedent’s estate was insolvent and the accountant was one of numerous general credi[551]*551tors. The Court imposed an equitable lien, finding that the ability of general creditors to derive the entire benefit of the fund created by the accountant’s efforts would be unfair. Id. at 78, 804 A.2d 721. As the Court noted, “Where one promises to pay for services rendered out of a fund created in whole or in part by the efforts of the promisee, a lien in favor of the promisee will attach to the fund when it comes into existence.” Id. at 77, 304 A.2d 721. Hoffman is distinguishable from this case, however, because in Hoffman, “[n]one of the parties ... disputed that Robert Hoffman [the decedent] intended to pay the fee of Brooks [the accountant] from the amount received through the tax refund.” Id. at 78, 304 A.2d 721. Here, the point is disputed, and the underlying facts do not establish that the parties intended to pay Backos’ fee from the rental income.
Perlman, according to Backos, referred to the long-term agreement as an “annuity.” Backos described her future commissions based on future rents as “a six percent income stream from [the] property.” However, those characterizations do not import the intent or understanding that the rents were to be set aside or dedicated as security for future payments. Rather, as stated by the trial court: “Just because the parties agreed to base VRG’s remuneration on the percentage of rental payments received does not demonstrate an intention to hold the tenant’s rent as payment for VRG’s services.”
Focusing on the surrounding circumstances, the Appellate Division also believed that “the negotiated removal from the agreement of the provision that would have given VRG a right to full payment in the event of sale from the sale proceeds” was evidence of an intent to dedicate future rents. 261 N.J.Super. at 456-57, 619 A.2d 251. Although Backos usually tried to obtain full payment “up front,” she nevertheless agreed to Perlman’s demand that $250,000.00 be paid as an initial payment to be credited against monthly rents for her commission. However, contrary to any understanding that future commission payments would be secured by future rents, she conceded and acknowledged that, [552]*552because the shopping center could be sold, it was “risky” to accept payment over time.
In addition, “the interpretation placed on the [agreement] by the parties’ conduct” (Jacobs, supra, 104 N.J. at 582, 518 A.2d 223) does not, under the circumstances, establish an implied agreement that the rents were to be pledged or dedicated as security for payment of commissions. See 53 C.J.S. Liens § 5, at 462 (1987) (noting that an equitable lien may be created without an agreement based on “considerations of right and justice” that arise from “the conduct and dealings of the parties”). Any such putative understanding is negated by the fact that VRG did not seek to enforce such an understanding when it learned of the sale of the shopping center. Rather, its actions were consistent with the understanding that its commissions were unsecured, their payment was the obligation of Golden Reef and, accordingly, it sought to be paid out of the closing proceeds, not out of dedicated future rents. Thus, as put by the trial court; “[A]ll along VRG looked to Golden Reef for payment, even after closing. VRG was under the impression that all commissions were to be paid at the closing by Golden Reef.”
Further, the record does not support a conclusion that “custom or usage” (Jacobs, supra, 104 N.J. at 582, 518 A.2d 223) establishes a mutual intent to dedicate the shopping center’s rental incomes as security for the payment of the broker’s commissions. Under some circumstances, it may be customary for brokers to be paid their commissions out of the fund that their efforts created. See Ellsworth Dobbs, Inc. v. Johnson, 50 N.J. 528, 552, 236 A.2d 843 (1967) (noting that fundamental intendment of owner and broker is that broker will earn commission out of sale proceeds); In re L.D. Patella Constr. Corp., 114 B.R. 53 (D.N.J.1990) (“It is generally the intention of the parties when a broker is retained that he will be paid from the proceeds of the sale.”). In this vein, some courts have emphasized the reasonable expectations of the parties. See, e.g., Cohen v. Estate of Sheridan, 218 N.J.Super. 565, 566-67, 528 A.2d 101 (Ch.Div.1987) (determining that brokers [?]*?that procured buyer of real property had equitable lien for their commissions on sale proceeds owed to seller at closing).
There is, however, no evidence of a custom, practice, or usage reflected in the record or arguments of the parties that commercial real-estate brokers are entitled to encumber rental incomes generated by long-term tenants in shopping mall developments as security for the payment of their commissions. Bernard H. Goldstein, A Documentary Guide to Commercial Leasing 28 (1990 Supp.). Rather, the expectation of the parties in this case was that the commissions would be paid over time according to a schedule geared to the receipt of rents and, further, that on the sale of the property, commissions would be paid in a single, lump sum from the proceeds of the closing.
We note, also, that no argument is made by VRG, nor is there any suggestion to be gleaned from the circumstances surrounding the formation of the contract, that the agreement to pay commissions calculated and payable on the basis of future rents was unconscionable or a contract of adhesion. See, e.g., Rudbart v. Water Supply Com’n, 127 N.J. 344, 605 A.2d 681 (1992). Backos acknowledged that she made a “business judgment” at that time to take the risk of removing the acceleration clause from the agreement. “In short,” stated the trial court, “VRG made a business decision to accept payment over a period of time.” Thus, the record discloses open and level bargaining by both parties. In the words of the trial court: “[T]he parties were free to negotiate any basis for payment.” And so, a court would be “hard pressed” to justify imposing an equitable lien based on either an express or implied contract theory. See post at 568, 641 A.2d at 534.
B.
We also conclude that there is no basis for this Court to impose an equitable lien on the rental incomes grounded in the doctrine of unjust enrichment. Unjust enrichment may sometimes be a factor in creating an equitable lien. See Hoffman, supra, 63 N.J. at 77, 304 A.2d 721 (“Where one promises to pay [554]*554for services rendered out of a fund created in whole or in part by the efforts of the promisee, a lien in favor of the promisee will attach to the fund when it comes into existence.”); Donnelly v. Capodici 227 N.J.Super. 310, 313, 547 A.2d 329 (Ch.Div.1987) (noting that because “[e]quity should not permit unjust enrichment,” an equitable lien should be imposed on behalf of seller for enhanced value of real property improvements in partition action); Restatement of Restitution § 161 (1937); see, e.g., Small v. Bardenhop, 67 Haw. 626, 701 P.2d 647 (1985); Pierson v. Jones, 102 Idaho 82, 625 P.2d 1085 (1981); Lewis v. Wisconsin Banking Commission, 225 Wis. 606, 275 N.W. 429 (1937). To establish unjust enrichment, a plaintiff must show both that defendant received a benefit and that retention of that benefit without payment would be unjust. Associates Commercial Corp. v. Wallia, 211 N.J.Super. 231, 243, 511 A.2d 709 (App.Div.1986); Callano, supra, 91 N.J.Super. at 109, 219 A.2d 332; Russell-Stanley Corp. v. Plant Industries, Inc., 250 N.J.Super. 478, 510, 595 A.2d 534 (Ch.Div.1991). The unjust enrichment doctrine requires that plaintiff show that it expected remuneration from the defendant at the time it performed or conferred a benefit on defendant and that the failure of remuneration enriched defendant beyond its contractual rights. Associates Commercial Corp., supra, 211 N.J.Super. at 244, 511 A.2d 709; see Callano, supra, 91 N.J.Super 105, 219 A.2d 332; St. Paul Fire & Marine Ins. Co. v. Indemnity Ins. Co., 32 N.J. 17, 22, 158 A.2d 825 (1960).
There is no dispute that the leases were the fruits of VRG’s labor. VRG “started with the [shopping] center in its early on stages” and negotiated “each and every lease that went in there to make this development possible.” It could be argued that Golden Reef, having failed to pay the earned commissions, was “unjustly enriched” under the circumstances. Golden Reef was able to sell the shopping center for $9,800,000.00, which the trial court found “was the fair market value and [it] took into account the fact that the property was rented and generating rental income and that any leasing commissions still due were to be paid by the seller, Golden Reef.” Backos herself acknowledged that the purchase [555]*555price of the property reflected its fair market value and took into account Golden Reefs obligation to pay the commissions. The difficulty, however, is that VRG seeks to impose an equitable lien not on the property of Golden Reef, ie., the proceeds from the sale of the shopping center, but the property of GKN, ie., its rental income from the shopping center. GKN, in paying fair market value for the shopping center, did not receive an unexpected benefit or undeserved windfall because Golden Reef later broke its promise to pay VRG’s commissions. See Associates Commercial Corp., supra, 211 N.J.Super. at 244, 511 A.2d 709. There simply is no evidence in the record to demonstrate that GKN was unjustly enriched at the expense of VRG and that its property should now be subjected to a lien to enforce an obligation owed by Golden Reef.
C.
Lastly, VRG argues that because the shopping center leases were assigned to GKN, the latter is liable for VRG’s claim for commissions. The Appellate Division reasoned that because GKN had “actual notice of VRG’s claim that the commissions were tied to the rental income” and knew then, “if not satisfied at closing, VRG would look to that income for payment,” an equitable lien should be imposed on the rental income of GKN. 261 N.J.Super. at 457, 619 A.2d 251.
Generally, a lien that is created by or based on an express contract may, equitably, be enforced if the contract is assigned. See Masten Realty Co., supra, 125 N.J.L. at 530, 16 A.2d 464; Bacharach v. Mitnick, 121 N.J.L. 401, 404, 3 A.2d 92 (S.Ct.1938) (holding buyer liable for broker’s commissions where contract providing for commissions binds “successors and assigns” of the parties and is assigned); 53 C.J.S. Liens § 15, at 478 (1987). However, although notice of such a lien is required, the notice cannot confer greater obligations than those that inhere in or arise out of the assigned contract. See McCann, supra, 65 N.J. at 313, 322 A.2d 161 (rejecting broker’s argument that there is implied in [556]*556every contract between seller and broker the provision “that a buyer impliedly agrees with the broker that he will pay the commission if the broker cannot legally collect it from seller”); Sisco v. New Jersey Bank, 151 N.J.Super. 863, 376 A.2d 1287 (Law.Div.1977), aff'd in part, rev’d in part, 158 N.J.Super. 111, 117, 385 A.2d 890 (App.Div.1978) (observing that notice of claim is different from notice of equitable lien); see also Fiberchem, Inc. v. General Plastics, Carp., 495 F.2d 737 (9th Cir.1974) (holding that exclusive sales representative of bankrupt manufacturer entitled to recover commissions on sales procured by representative from assignee of manufacturer with notice of commission agreement).
However, Golden Reef never assigned the broker’s commission agreement to GKN in conjunction with the sale of the shopping center. Nor did the leases or the assignment of the leases include or refer to the obligation to pay commissions. Thus, when property is sold subject to a lease, there is no obligation on the purchaser’s part to pay the broker, unless the purchaser affirmatively assumes that obligation. Longley-Jones Associates, Inc. v. Ircon Realty Co., 115 A.D.2d 272, 496 N.Y.S.2d 155 (1985)', aff'd, 67 N.Y.2d 346, 502 N.Y.S.2d 706, 493 N.E.2d 930 (1986); cf. Bacharach, supra, 121 N.J.L. at 402, 3 A.2d 92 (holding that commission agreement contained in lease requiring payment of commissions to leasing broker of five percent of rent paid by tenant to owner or owner’s assignee, which lease also provided that if tenant purchased the property, the tenant agreed to pay a broker’s commission of five percent of the purchase price and, further, bound “successors and assigns,” was enforceable against party who bought property and took assignment of lease, even though property was later sold to tenant); Goldstein, supra, at 28 (“When property is sold, the obligation of the seller to pay a commission does not follow the purchaser and rest upon the latter’s shoulders as a liability. The obligation to pay commission is personal.”).
As already demonstrated, there was no agreement to create a lien on rental incomes, nor any implied basis for the establishment [557]*557of such a lien. Therefore, the notice of VRG’s claim that was given to GKN did not, and could not, constitute the notice of a lien as such. Backos testified that as soon as she learned of the impending sale, she informed GKN’s counsel that “there was an ongoing obligation by the landlord to pay a six percent commission for these leases that were in the center.” (emphasis added). Nevertheless, this was not notice that there was an underlying agreement giving rise to a security interest in the rents. As the trial court found, ‘VRG, along with GKN, thought all rental payments were to be paid up front on a discounted basis by Golden Reef at the time of closing,” and, consistent with that understanding and contrary to any alleged notice of an enforceable lien, “GKN never told VRG that it would pay the commissions.”
Consequently, under the circumstances, an equitable lien cannot be imposed on the basis of an assignment.
iv.
The judgment of the Appellate Division is reversed and the judgment of the Law Division is reinstated.