Commercial real estate and lease lawyerThe lease often binds
you more than the
purchase agreement.
Commercial real estate
The asset everyone forgets
in a transaction.
The commercial lease is the contract with the heaviest consequences for an established business, and the one most often overlooked. It is drafted by the landlord, in the landlord’s favour, and its effects play out over years.
It becomes decisive at the point of a transaction: a change-of-control clause read too quickly can give the landlord a veto over the sale of your business, or trigger a rent increase at the worst possible moment.
We act on the negotiation and review of leases, on the purchase and sale of commercial buildings, and on arrangements between co-owners of the same property.
Everything here turns on the Civil Code of Québec, which governs the formation, performance and extinction of contracts, and on what the parties took the trouble to write down.
What we do
Read the lease
the way the buyer will.
Lease negotiation
Term and renewal options, base rent and additional rent, work and landlord allowance, exclusive use, subletting and assignment.
Review before a transaction
Change-of-control clause, landlord consent, personal guarantees, restoration obligations. What due diligence must cover without fail.
Assignment and subletting
Obtaining the landlord’s consent, negotiating release of the assignor, framing residual liability. An assignor who is not properly released stays liable to the end of the term.
Buying and selling buildings
Promise to purchase, conditions, land register searches, servitudes, municipal compliance, environmental matters, adjustments and closing before the notary.
Co-ownership arrangements
Indivision agreement or declaration of co-ownership, management of common areas, allocation of charges, exit mechanisms.
Leasing disputes
Non-payment, work not performed, disturbance of enjoyment, termination. A demand letter is often the useful first step.
Services
- Commercial leases and rental agreements
- Offers to lease
- Lease assignments and subleases
- Renewals and options
- Offers to purchase real estate
Frequently asked questions
What we are asked most.
Is a commercial lease regulated like a residential lease?
No. Residential leases benefit from protective rules of public order. Commercial leases rest essentially on freedom of contract: what is written applies, even where it is unbalanced.
Can the landlord refuse an assignment of lease?
It depends on the wording. Most leases require the landlord’s consent, sometimes without any obligation to give reasons for a refusal. That is the first point to verify before any sale of a business.
What is additional rent?
The share of taxes, insurance, common area maintenance and management fees charged back to the tenant. It can represent a substantial part of the real cost, and its calculation method is worth verifying.
Should a lease be reviewed before signing?
Yes, and before rather than after. Once signed, a commercial lease is rarely renegotiated other than at renewal, which is to say years later.
Going further: the commercial lease, the asset everyone forgets in a transaction. Where a sale of business is involved, see also due diligence.
A lease to sign, assign or renegotiate?
A careful reading before signing costs a fraction of what a misunderstood clause costs over ten years.
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The other services in this area.
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Insights
To go further.
Three readings that extend this subject, if you would rather read up before speaking with us.
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