Leasing

We negotiate and document commercial leases for Florida landlords and tenants across retail, restaurant, office, industrial, and medical space, covering the letter of intent through occupancy, renewal, and exit. The base rent is usually the least negotiated number in a lease. The terms that determine total cost are the operating expense provisions, the escalation structure, the improvement allowance, and the guaranty.

We negotiate the letter of intent as a substantive document, because the business terms captured there set the boundaries for everything the lease draft can accomplish. Points left vague at the LOI stage are resolved in the landlord’s favor once the form arrives.

• Letter of Intent Negotiation: fixing rent structure, term, options, allowance, exclusivity, and guaranty scope before the lease form is drafted.
• Lease Review and Markup: revising landlord forms with attention to the provisions that carry cost, including operating expenses, insurance, indemnity, and repair obligations.
• Operating Expense Terms: defining what may be passed through, excluding capital and ownership costs, and negotiating caps and audit rights.
• Improvement Allowance Structuring: documenting the work letter, the allowance amount, the disbursement conditions, and who bears responsibility for cost overruns and delays.
• Use and Exclusivity Provisions: drafting use clauses broad enough to permit the business to evolve, and exclusives that are enforceable and clearly bounded.
• Guaranty Negotiation: limiting personal and parent guaranties through caps, burn-off provisions, and good guy structures that end liability on a proper surrender.

Rent in a commercial lease is rarely a single number. Base rent escalates annually, additional rent covers a share of operating expenses, and in retail there may be percentage rent tied to sales. The interaction between these components determines the actual occupancy cost, and a lease with attractive base rent can still be expensive once uncapped pass-throughs and a compounding escalator are factored across a ten-year term.

We model the full cost across the term, not just the first year, because escalations compound and operating expenses tend to rise faster than the rent itself. A tenant should know its year ten obligation before it signs for year one.

• Escalation Structure: negotiating fixed increases rather than open index adjustments, and capping annual growth where the landlord requires an index.
• CAM Reconciliation Rights: securing the right to review supporting records, contest charges, and recover overbillings within a defined period.
• Expense Exclusions: removing capital improvements, ownership costs, and landlord-side legal and marketing expenses from the pass-through pool.
• Gross-Up Provisions: confirming how expenses are adjusted for occupancy so a partially leased building does not distort the tenant’s share.
• Percentage Rent Terms: defining gross sales, exclusions, breakpoints, and reporting obligations in retail and restaurant leases.
• Free Rent and Abatement: documenting concession periods and confirming which charges are actually abated during them.

Assignment provisions matter most at the point of exit, which is precisely when tenants have the least leverage. A business that wants to sell in year six will find that its lease is a principal asset of the transaction, and a landlord with an unqualified consent right effectively holds a veto over the sale. The provision that seemed harmless at signing becomes the gating item in the deal.

We negotiate transfer rights with the exit in mind, including permitted transfers to affiliates and successors without consent, a reasonableness standard on all other transfers, and defined timelines after which silence counts as approval.

• Consent Standards: requiring that consent not be unreasonably withheld, and specifying the criteria the landlord may actually consider.
• Permitted Transfers: carving out affiliates, entity reorganizations, and sales of the business so ordinary corporate events do not require approval.
• Recapture Rights: limiting or eliminating the landlord’s ability to terminate the lease and take back space in response to a transfer request.
• Profit Sharing: negotiating how excess rent on a sublease is split, and excluding goodwill and asset value from that calculation.
• Continuing Liability: addressing whether the original tenant and guarantor remain on the hook after an approved assignment.

Every commercial lease sits beneath a mortgage, and the documents governing that relationship decide whether the tenant keeps its space if the landlord defaults. Subordination without non-disturbance protection means a foreclosure can terminate the lease outright, along with the improvement dollars the tenant invested. Estoppel certificates carry a different risk, because a signed certificate binds the tenant to whatever it confirms.

We handle subordination and estoppel requests carefully, since these documents are routinely presented as formalities on a short deadline. A non-disturbance agreement is the tenant’s protection against foreclosure, and an inaccurate estoppel can waive claims the tenant did not intend to release.

• Non-Disturbance Agreements: obtaining lender commitments that the lease survives foreclosure so long as the tenant is not in default.
• Attornment Terms: defining the tenant’s obligations to a successor owner and preserving the rights the original lease provided.
• Estoppel Review: verifying every statement before signing, including rent, term, allowance balances, and any outstanding landlord obligations.
• Response Deadlines: negotiating realistic turnaround periods and resisting provisions that treat silence as automatic confirmation.
• Lease Priority: understanding where the lease stands relative to existing and future financing on the property.

Most lease disputes start with money that is not base rent. A CAM reconciliation arrives with charges the tenant does not recognize, a repair obligation is disputed after a roof leak, or a landlord asserts a default over a use restriction. Florida landlords have strong statutory remedies for commercial evictions, and the timelines move quickly once a notice is served. Positions taken in the first two weeks shape what remains available.

We assess the lease language before taking a position, because the outcome usually turns on specific provisions rather than on general fairness. Notice requirements, cure periods, and reconciliation deadlines frequently control who prevails regardless of the underlying merits.

• Reconciliation Challenges: auditing operating expense statements and pursuing recovery of improperly passed-through charges within the contractual window.
• Default Response: evaluating notices, cure rights, and timing before rent is withheld, since withholding often creates the default it was meant to protest.
• Repair Disputes: allocating responsibility for structural, roof, and HVAC obligations under the lease’s actual language.
• Lease Restructuring: negotiating amendments, deferrals, or early terminations when the space no longer fits the business.
• Surrender and Exit: documenting termination terms, restoration obligations, and release of guaranty liability on the way out.

Leasing work rewards knowing which provisions to spend negotiating capital on. A markup that objects to everything slows the deal and rarely improves the terms that matter, while a review limited to rent and term leaves the expensive provisions untouched. We work from the business plan for the space, including how long the tenant expects to occupy it, what it intends to build, and whether the business may be sold during the term. Those facts determine which clauses deserve attention.

Pomeranz Law provides commercial leasing counsel to Florida landlords and tenants from letter of intent through occupancy, renewal, and exit, with the same attention to the operating expense terms as to the rent itself.

• We negotiate at the letter of intent stage, when the business terms are still genuinely open.
• We concentrate on the provisions that carry real cost, including pass-throughs, escalations, guaranties, and transfer rights.
• We negotiate the lease with the exit in view, so a future sale of the business is not held up by a consent right.
• We represent both landlords and tenants, which informs how each side’s positions are actually received.
• We remain available through the term, since the questions that arise at reconciliation and renewal are answered by the same document we negotiated.