The front of the lease is the deal. The back of the lease is the risk. Almost nobody negotiates the back.
The highest-risk clauses in a commercial lease are usually in the back third and the exhibits, not the business terms up front. The most common red flags are an out-of-state governing law or venue clause, a landlord relocation right, subordination without a non-disturbance agreement, assignment consent at the landlord’s sole discretion, and a restoration obligation at end of term.
Columbo never solved a case in the interrogation. He solved it at the door, on his way out, with his hand already on the knob. Just one more thing.
Commercial leases work the same way. You spend three weeks negotiating rent, term, free rent, and the TI allowance. Everyone shakes hands. Then somewhere in section 27, past the part where you stopped reading carefully, is the sentence that actually determines what happens to you if anything goes wrong.
Which is how a lease for a storefront on Main Street in Ventura ends up saying it will be governed by the laws of the Commonwealth of Massachusetts.
It happens for one of two reasons.
Reason one: recycling. Landlord’s counsel pulled a form from a prior deal, updated the names and the rent, and did not update the governing law paragraph. It is a clerical failure, and if you point it out, it usually gets fixed in one email.
Reason two: it’s intentional. The landlord is an out-of-state institutional owner and this is their form, drafted in their home jurisdiction because they’d rather litigate at home.
Either way, the effect on you is identical. A dispute over a Ventura County storefront gets governed by another state’s law and possibly heard in another state’s courts. You would need out-of-state counsel. You would need to travel. Which means a dispute worth $40,000 becomes uneconomical to pursue, and both parties know it.
That is not a small clause. That is a clause that quietly makes your rights unenforceable by making them expensive.
Ask for California law and a Ventura County venue. If the landlord is genuinely institutional and won’t move on governing law, at minimum push for venue in California.
Ranked by how much damage they do relative to how easy they are to fix.
You are not going to read 45 pages carefully. So triage:
| Where to look | What you’re looking for |
|---|---|
| Signature pages and exhibits first | Guaranty, restoration exhibit, rules and regulations, work letter |
| Section headings in the back third | Governing law, venue, subordination, assignment, default, remedies |
| Anywhere “sole discretion” appears | Search the PDF for it. Read every hit. |
| Anywhere “at Tenant’s expense” appears | Search for it. This is where costs hide. |
| Every blank and every “N/A” | Blanks get filled in later by whoever drafted it. |
Those two search terms alone will surface most of the risk in most leases in under twenty minutes.
None of these clauses are unusual. None of them are evidence of bad faith. They are in the document because a landlord’s attorney did their job, which was to protect their client comprehensively.
Your side of that document was never drafted, because nobody was hired to draft it.
We are on your
side of the table.
Search the lease PDF for “sole discretion” and “at Tenant’s expense.” Read every hit. That is twenty minutes and most of the risk.
Boilerplate is where the deal you negotiated either holds up or quietly doesn’t. It deserves the same attention as the rent.
Out-of-state governing law or venue, a landlord relocation right, subordination without a non-disturbance agreement, assignment consent at the landlord’s sole discretion, rent acceleration on default, and a restoration obligation at end of term.
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The front of the lease is what you negotiated. The back of the lease is what happens to you.
Most tenants spend three weeks on the first part and twenty minutes on the second, which is backwards, because the first part determines what you pay and the second determines what you can survive.
Two searches: “sole discretion” and “at Tenant’s expense.”
Do you know how many times each of those appears in the lease you signed?
Sam Benner is a co-founder of The Lease League, a commercial tenant representation firm in Ventura serving Ventura and Santa Barbara County. DRE #01937028. Licensed in 2013, he works exclusively on the tenant side, never for landlords. The Lease League’s fee is paid by the landlord, which makes representation free to the tenant. 472 E Santa Clara Street, Ventura, CA (805) 203-6365
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Or call (805) 203-6365 | 472 E Santa Clara Street, Ventura, CA
