Draft Leases that Plan for Every Contingency to Prevent Disputes
Whether you specialize in commercial leases or business law, whether you represent landlords or tenants, this focused course will give you all the specialized knowledge you’ll need to negotiate a successful lease in office or retail context. Plan for every eventuality to avoid disputes and ensure a lasting working relationship between the landlord and tenant. Register today!
- Identify specific areas of concern when drafting retail and restaurant leases.
- Clearly define the premises to forestall CAM fee and rent disputes.
- Review key rules and ordinances governing malls, offices and restaurants.
- Balance specificity and flexibility in identifying the tenant’s business when negotiating exclusive rights.
- Get a detailed break-down of calculating CAM fees - one of the most common subjects of lease disputes.
- Identify all potential gross sales carve-outs when rent is based on tenant’s revenue.
- Get both sides to agree on default/remedies provisions ahead of time.
- Clearly define tenant and landlord obligations concerning operating expenses, maintenance and repairs.
- Find out which tenant exit strategies are most effective and how to plan for them ahead of time.
- First Steps
9:00 - 9:30, Joshua M. Farber
- Signed Letter of Intent - What Should Be Included?
- Verifying Tenant Business Legitimacy and Good Standing
- Reviewing a Landlord’s/Tenant’s Form Lease
- The Role of Brokers
- Term and Renewals
- Defining the Space/Premises
9:30 - 10:00, Joshua M. Farber
- Site Plan/Leased Space
- Measuring Gross Usable Space vs. Gross Rentable Space/Square Footage Against the Property’s GLA per BOMA
- Interior vs. Exterior (e.g. Plenum)
- Definition of Common Area
- Preventing and Resolving Common Disputes of Area/Common Area Determination
- Signage Diagram and Evidence of Right to Use Images, Trade Names, etc.
- Restaurant Tenant's OSHA and Department of Health Compliance
- Landlord Zoning and Building Code Compliance
- Defining a “Comparable” Building
- Parking (Staff Parking in Particular)
- ADA Issues
- Build-out, Modifications
10:00 - 10:30, Joshua M. Farber
- Alterations Required by Law
- Plans and Specs
- Shared Costs
- Construction Escrows
- Delivery Schedules
- Default/Damages/Termination Rights for Failure to Deliver on Time (Landlord) or Open on Time (Tenant)
- Alterations and Repairs During Existing Lease
10:45 - 11:15, Joshua M. Farber
- Quiet Enjoyment Right
- Restaurant R&M Schedules and Periodic “Refreshen” Closures
- Rent Abatement
- Temporary Signage
- Liquidated Damage
- Constructive Eviction
- The Use Clause
11:15 - 11:45, Peter L. Kogan
- Exclusives - Flexibility vs. Specificity, Reserved Uses
- Continual Operation Clause (The Right to “Go Dark”)
- Co-Tenancy Agreements
- Radius Restrictions and Remedies for Breach
- Building Naming Rights (Assignable if Subleased?)
- Limiting Language
11:45 - 12:30, Marcy E. Hamilton
- Flat Rate vs. Revenue-Based
- Future Rent Increases
- Personal Guaranties (“Several” vs. “Joint and Several”)
- Purchase Option
- Gross Sales for Purposes of Determining Rent
- Limiting Storage Space
- Restocking Fees
- Related and Unrelated Product Sales
- Internet Sales
- Revenues from ATMs and Vending Machines
- Slotting/Placement Fees
- Third Party Revenue
- Where is a Sale Attributed?
- Miscellaneous Carve-Outs
- Common Area Rent
- Tax Rent
- Insurance Rent
- CAM (Common Area Maintenance) and Other Expenses
1:30 - 2:00, Peter L. Kogan
- Accounting Terms of Art
- FASB Lease Accounting Changes from 2011
- Operating Expenses
- Maintenance and Repairs
- What’s Covered under CAM
- Calculating CAM Fees
- Percentage of Leasable Area (Calculating GLA=Gross Leasable Area)
- Who Pays CAM Fees?
- Tenant’s CAM Charges Audit Rights
- HVAC Expense (Separate Charge for After Hours?)
2:00 - 2:30, Peter L. Kogan
- Insured vs. Additional Insured vs. Additional Named Insured
- Workman’s Comp and “Kotecki Waiver” Issues
- Liquor Liability
- Premiums Pass Through
- Proof of Insurance - Proper Certificates and Renewals
- Waiver of Subrogation
- Common Claim Issues
- Re-Negotiating the Lease
2:45 - 3:15, Marcy E. Hamilton
- Extension vs. Renewal
- Right to Renewal
- Re-Negotiating the Lease: Frequently Revised Provisions
- Tenant Transfer/Exit Strategies
3:15 - 3:45, Marcy E. Hamilton
- Kick-Out Provisions
- Early Termination Rights
- Assignment of Lease
- Negotiating a Lease Buy-Out
- Default/Remedies Provisions
3:45 - 4:30, Charles E. Bobinis
- Security Deposit vs. Letter of Credit vs. Personal Guaranties
- Election of Remedies
- Confession of Judgment
- Personal Property vs. Fixtures
- Exculpatory Clauses
- Bankruptcy and Receivership
This basic-to-intermediate level seminar is designed for attorneys. It will also benefit commercial landlords, retail and restaurant business owners, property managers, lease brokers, and paralegals.