"Ten missing words cost my client $120,058.12"

How a Small Lease Detail Turned Into a Big Legal Battle

The phrase?

“Any change in the ownership of Tenant or Tenant’s members.”

Ten simple words.

Without those ten words in a commercial lease, my client paid a significant price in time, money, energy, and emotional stress. My client was the landlord in this deal.

The dollars were painful. But the real cost was in the parts that never show up on a balance sheet: sleepless nights, anxiety, that knot in your stomach every time an email arrives from opposing counsel, and the distraction from actually running the business.

If I had been allowed to review that lease before my client signed it a couple of years earlier, I could have saved them at least 85 percent, and probably closer to 90 percent, of the legal fees and costs they eventually spent.

So why did no one review it?

Because, like most business owners, they did not think they needed to worry about it. By the time I met them, the fight had already begun.

We eventually recovered all of the attorney’s fees and costs my client incurred with my firm. But that only happened after two separate lawsuits and about 30 months of living inside a legal dispute that never needed to happen.

That cash should have gone toward new hires, equipment, marketing, or expansion. Instead, it funded a fight over ten missing words in one clause about changes in ownership.

This is just one example of how small details in a commercial lease can become hidden landmines. Here are some of the most common problem areas and how to avoid turning your 2026 into a year of lease headaches.

Landmine 1: Change in Ownership, Assignment, and Subletting

The dispute in my client’s case centered on how the lease treated changes in ownership and control of the tenant.

Without clear limits, “change in control” becomes a catchall phrase. A tenant may think it only applies to a full sale of the business, while a landlord may argue it also covers routine events like bringing in a new partner, transferring membership interests between existing owners, estate planning transfers, or a later sale. The same words can lead each side to a very different view of whether there has been a default.

In my client’s case, a simple sentence along the lines of:

“Any change in the ownership of Tenant or Tenant’s members shall be deemed an assignment that requires Landlord’s consent”

would likely have given my client clear leverage and avoided two lawsuits.

Questions to ask before you sign or renew:

• What exactly counts as an “assignment” or “change in control” under this lease?
• Can I admit new owners, transfer interests, or do estate planning without going back to the landlord?
• If I sell the business to a stronger buyer, what does the landlord have the right to approve or block?

Landmine 2: Operating Expenses and CAM Charges

Most business owners focus on base rent. The real surprises usually show up in the extra charges:

• Common area maintenance (CAM)
• Property taxes
• Insurance
• Repairs and capital improvements

The lease often controls:

• How your share is calculated
• Which expenses can be passed through
• Whether there are caps on annual increases

If this section is vague or one-sided, year one can feel fine while year three becomes a shock when your “rent” jumps because of costs you did not realize you agreed to pay.

Questions to consider:

• What is my true total monthly cost, including rent, CAM, taxes, insurance, and fees?
• Are there caps on annual increases in pass through expenses?
• Can the landlord pass through major capital improvements to me?

Landmine 3: Personal Guaranty

Many landlords require the business owner to personally guarantee the lease, especially early on.

Business owners often sign the guaranty as if it were a formality, without realizing:

• How long it lasts
• Whether it burns off after a track record of on time payments
• Whether it covers only rent, or also damages, attorney’s fees, and other costs

An unnegotiated guarantee can keep you personally on the hook long after the business has changed hands or grown stronger.

Questions to ask:

• Under what conditions can my guarantee be reduced or released?
• Can the guarantee fall away after a certain number of years or after meeting agreed financial benchmarks?

Landmine 4: Repairs, Maintenance, and Big Ticket Items

In many triple net leases, tenants are surprised to learn they are responsible for:

• HVAC repairs or replacement
• Certain roof or structural items
• Parking lot or common area repair costs

The lease may give the landlord wide discretion to decide what to repair, when to do it, and how quickly to bill it back to tenants.

Questions to clarify:

• Who is responsible for repair versus replacement of major systems like HVAC?
• Are there dollar caps on what can be passed through in a given year?
• What happens if a major system fails near the end of the lease term?

Landmine 5: Use Clause and Room to Grow

The use clause defines what you are allowed to do in the space. If it is too narrow, it can limit your ability to:

• Add new product lines
• Offer new services
• Pivot your business model as the market changes

On the other hand, an exclusivity clause can protect you from a direct competitor opening nearby, but you usually have to ask for it. It rarely appears by default.

Questions to think about:

• Does the use clause give me room to grow and adjust my business over time?
• Do I have any protection against a direct competitor opening in the same project?

Questions To Ask Before You Sign or Renew in 2026

Whether you are signing a brand new lease or renewing in 2026, a few targeted questions can help you avoid the worst surprises:

1. Cost: What is my total expected cost over the life of the lease, including all pass through items?
2. Flexibility: Can I grow, change ownership, or sell the business without giving my landlord a veto?
3. Exit: If I need to move, sell, or bring in a partner, how difficult will it be to assign or sublet?
4. Risk: Who really bears the risk of large unexpected costs and building issues?
5. Personal exposure: How long am I personally on the hook, and when can that exposure shrink or end?

You may not get every change you ask for. But understanding these issues lets you make conscious business decisions instead of blind guesses.

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