Cosgrove Gaynard Solicitors

When entering into a commercial lease in Ireland, understanding the key clauses of the agreement is crucial for both landlords and tenants. These clauses define the rights, obligations, and liabilities of each party, and can have long-term implications for your business. This guide outlines the most important clauses found in Irish commercial leases, helping you to make informed decisions and avoid costly disputes.

1. Rent and Rent Review Clauses

One of the most critical aspects of a commercial lease is the rent clause. This specifies the amount of rent, how often it is paid (usually quarterly), and the mechanism for rent reviews.

• Rent Reviews in Ireland typically occur every 5 years.

• They are commonly based on market rent. Historically upward only reviews were the norm however these are now restricted.

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2. Term and Break Clauses

The term clause outlines the duration of the lease, which can range from a few years to several decades. The break clause allows either the landlord, the tenant, or both to terminate the lease early, subject to certain conditions.

• Ensure any break clause is clearly defined and includes sufficient notice periods.

• Tenants should confirm that exercising a break clause will not trigger penalties.

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3. Repair and Maintenance Obligations

One of the more contentious clauses in Irish commercial leases is the repair and maintenance clause.

• Full repairing and insuring (FRI) leases are common in Ireland, placing the responsibility for repairs and insurance on the tenant.

• Tenants should understand their liability and we would always recommend they consider a schedule of condition (with pictures) to limit repair obligations to the state of the property at lease commencement. Further limitations are also recommended in terms of allowing for "fair wear and tear" and also limiting liabilty where possible, to the state of repair the property was in at the commencement of the lease.

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4. Service Charges

In multi-unit commercial properties, tenants may be required to contribute to service charges, covering costs such as:

• Cleaning and maintenance of common areas

• Security services

• Building insurance and management fees

Always request a detailed breakdown of what the service charge includes and ensure there is a cap or control mechanism on unexpected increases.

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5. Assignment and Subletting Clauses

Commercial leases in Ireland typically restrict the tenant’s ability to assign the lease or sublet the premises without landlord consent.

• We would recommend when acting for a tenant that the clause regarding assignment or subletting be amended to state the landlord’s “consent will not to be unreasonably withheld.”

• We would recommend when acting for a landlord that they impose conditions, including financial vetting of the new tenant.

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6. Use Clause

This clause restricts how the leased premises may be used. It’s important to ensure that:

• The permitted use covers your intended business activities.

• The clause is broad enough to allow flexibility if your business evolves.

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7. Alterations and Fit-Out Works

Tenants may wish to carry out works to fit the property to their needs. An alterations clause will typically state:

• Whether works are permitted

• If landlord consent is required

• Whether reinstatement is required at the end of the lease

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8. Insurance and Indemnity

• Usually, the landlord insures the building and recovers the premium from the tenant.

• Tenants are responsible for insuring their own contents and may be required to indemnify the landlord against certain claims.

Check the insurance provisions carefully to avoid duplication or gaps in cover.

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9. Default and Termination Clauses

These clauses deal with what happens if either party breaches the lease:

• Tenants may face forfeiture if they fail to pay rent or breach other terms.

• Landlords may have to follow statutory procedures before repossessing the property.

A solicitor will negotiate on these provisions depending on who they represent to try and best protect their interests.

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Conclusion:

Commercial leases in Ireland are legally binding and complex. Whether you're a landlord or tenant, always consult a commercial property solicitor before signing. A well-negotiated lease is vital to protect your interests and support your long-term business success.

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