Commercial Leases

Different sides of the table

The provisions that protect a landlord aren’t always the provisions that protect a tenant. We’ve represented both sides at different times, and our drafting reflects what each side actually needs the document to do.

For landlords: durable rent collection mechanisms, properly scoped default remedies, control over assignment and subletting, predictable expense pass-throughs, and language that holds up if the tenant deteriorates over the term.

For tenants: workable use rights, fair operating expense definitions and audit rights, assignment and subletting flexibility, renewal options that actually protect the company’s investment in the space, and personal guaranty terms that don’t extend further than the deal requires.

Common negotiation points

The deal economics (base rent, escalations, and the term) get most of the attention up front. The provisions that quietly determine the lease’s actual cost are negotiated alongside them: the operating expense and CAM definitions, the methodology for any audit, the tenant improvement allowance and what counts toward it, exclusivity and use restrictions, the subordination and non-disturbance arrangement with the landlord’s lender, the tenant’s assignment rights (especially in connection with a sale of the business), the holdover provisions, and the surrender condition at the end of the term.

Each of these has line-item impact on the deal that the headline rent number doesn’t capture. We negotiate these provisions with the recognition that the lease will be operated for years by people who weren’t in the room when it was drafted. Drafting that’s clear enough to be administered without lawyers is more useful than drafting that’s elegant but confusing in practice.

Lease-adjacent documents

Most commercial leasing engagements involve more than the lease itself. Memoranda of lease for recording, subordination and non-disturbance agreements (SNDAs) with the landlord’s lender, tenant estoppels, assignment and assumption documents on a transfer, mutual termination agreements at the end of a relationship, and the lease amendments that handle expansions, renewals, and modifications during the term are often needed as well. We handle all of these.