Commercial Lease Disputes in Texas: What Business Owners and Landlords Should Know
A disagreement over commercial space can affect far more than rent. Delayed possession, unexpected operating expenses, repair problems, or a disputed renewal can disrupt a business and put a property owner’s investment at risk.
Commercial lease disputes in Texas often depend on the wording of the lease, the parties’ conduct, and compliance with applicable law. Before withholding payment, changing locks, moving out, or declaring a default, understanding those obligations is essential.
Walter Law, PLLC assists landlords, business tenants, and property owners in San Antonio, Bexar County, and Central Texas with real estate legal matters, including commercial lease disagreements and litigation.
What Is a Commercial Lease Dispute?
A commercial lease dispute arises when a landlord and tenant disagree about their rights or obligations under a lease for business premises.
The property may be an office, retail storefront, warehouse, restaurant space, or another commercial location.
Common disagreements involve:
Unpaid rent or disputed charges.
Common area maintenance and operating expenses.
Repairs and maintenance.
Delivery of possession and construction delays.
Tenant improvements and reimbursement.
Permitted uses and access.
Assignment or subleasing.
Personal guarantees.
Renewal options and termination.
Security deposits and move-out obligations.
A useful first step is identifying the specific lease provision involved and what each party says happened.
How Are Commercial Leases Different From Residential Leases?
Commercial and residential tenancies are governed by different rules. Texas Property Code Chapter 93 addresses commercial tenancies, while Chapter 92 addresses residential tenancies.
Business tenants should not assume that rules applying to a home or apartment also apply to an office or storefront.
The negotiated lease is particularly important. However, a lease cannot override every legal requirement. An attorney should evaluate both the agreement and applicable law.
Rent, Operating Expenses, and CAM Disputes
A commercial tenant’s payment obligations may extend beyond base rent. Depending on the lease, additional charges may include property taxes, insurance, utilities, maintenance, and common area maintenance, often called CAM.
When charges are disputed, review:
Which expenses the lease allows.
How the tenant’s share is calculated.
Whether particular costs are excluded.
Any limits on annual increases.
Reconciliation statements and supporting records.
Audit rights and objection deadlines.
For example, a disagreement may concern whether a major replacement is chargeable to tenants or whether an expense was allocated correctly.
Ask for the calculation and supporting documentation. Avoid assuming that an unexpected charge is either automatically valid or automatically improper.
Who Is Responsible for Repairs?
Commercial leases often allocate responsibility for specific building components.
Review provisions addressing:
HVAC systems.
Roofs, foundations, and structural components.
Plumbing and electrical systems.
Interior fixtures and finishes.
Routine maintenance versus replacement.
Damage caused by a party’s conduct.
Notice and opportunities to complete repairs.
Document the problem with photographs, service reports, and written communications.
A repair disagreement does not automatically authorize a tenant to stop paying rent. Obtain legal advice before withholding payment, arranging major repairs at the other party’s expense, or attempting to terminate the lease.
Delayed Possession and Tenant Improvements
A lease may distinguish among the execution date, delivery of possession, commencement of the lease term, and commencement of rent.
Those dates do not necessarily mean the same thing.
Disputes can develop when:
The premises are not ready by the anticipated delivery date.
Agreed improvements remain incomplete.
The parties disagree about substantial completion.
A tenant improvement allowance has not been paid.
Required approvals or access are delayed.
Review the lease, work letter, amendments, and completion records together. The available options depend on the agreed conditions and remedies; a construction delay does not automatically cancel the lease.
Defaults, Notices, and Cure Periods
A default notice deserves prompt attention, even when the recipient disagrees with it.
Check:
The obligation allegedly breached.
Whether notice was delivered as required.
Any applicable deadline to respond or cure.
The remedies claimed.
Whether previous amendments or communications affect the issue.
Preserve the notice and evidence of when it was received. Informal discussions may not extend a contractual deadline.
A San Antonio real estate attorney can review the notice and help evaluate an appropriate response.
Can a Commercial Landlord Change the Locks?
Texas law permits certain commercial lockouts for delinquent rent, subject to requirements. The lease may supersede conflicting provisions of Section 93.002.
An unlawful lockout may support a request for reentry. A lock change does not necessarily resolve termination or possession rights.
Seek prompt advice before implementing or responding to a lockout.
Can a Tenant End a Commercial Lease Early?
Possible options may include an express termination right, negotiated surrender, permitted assignment, or approved sublease.
Moving out alone does not necessarily end payment obligations.
Texas law imposes a duty on a landlord to mitigate damages when a tenant abandons premises in violation of the lease. That duty does not automatically release the tenant from liability.
Document any negotiated exit, including payment terms, possession, and releases.
What Happens to a Personal Guarantee?
A business owner may have signed a personal guarantee in addition to signing the lease for the company.
Review the guarantee separately. Important questions include:
What obligations it covers.
Whether liability is capped.
Whether extensions or amendments are covered.
What conditions apply to a release.
Whether a proposed settlement releases the guarantor.
Do not assume that signing through an LLC eliminates a separately undertaken personal obligation.
Security Deposits and Move-Out Disputes
Commercial deposit disputes may involve unpaid amounts, damage, restoration, or surrender requirements.
Texas generally requires return within 60 days after surrender and provision of a forwarding address, subject to lawful deductions. Normal wear and tear cannot justify a deduction.
Keep condition photographs, inspection records, and proof of surrender and written forwarding-address notice.
What Documents Should You Gather?
Before discussing a commercial lease dispute with an attorney, collect:
The signed lease and all exhibits.
Amendments, renewals, and side agreements.
Personal guarantees.
Payment histories and account statements.
CAM reconciliations and disputed invoices.
Default notices and delivery records.
Repair requests, photographs, and contractor reports.
Improvement plans and work letters.
Emails and messages concerning the disagreement.
Move-in and move-out records.
Prepare a brief timeline identifying the main events, payments, notices, and deadlines.
How Can Commercial Lease Disputes Be Resolved?
An attorney may evaluate document review, a written demand, negotiation, mediation, or court proceedings.
The right approach depends on the lease, the evidence, the urgency, and the client’s objectives. A business tenant may want continued occupancy, while a landlord may prioritize payment, compliance, or recovery of possession.
A resolution should clearly address the disputed obligations and any future responsibilities.
Walter Law’s real estate litigation services in San Antonio include commercial lease disputes involving rent, operating expenses, repairs, guarantees, termination, and possession.
Common Questions About Commercial Lease Disputes in Texas
What should I do if I receive a default notice?
Preserve the notice, identify any response deadline, gather the relevant records, and seek review promptly. Do not assume ongoing discussions suspend the deadline.
Can I dispute CAM charges?
Start with the lease’s expense definitions, allocation method, supporting-record requirements, and any audit or objection procedures.
What if the landlord promised something that is not in the lease?
Preserve the communications and have them reviewed alongside the signed agreement. Do not assume a verbal statement modifies the lease.
Does closing my business end the lease?
Review the lease and any guarantee before treating business closure as an exit. Obtain a written agreement addressing remaining obligations.
Can a dispute be resolved without a lawsuit?
Negotiation or mediation may be appropriate. A workable agreement should be documented clearly and signed by the necessary parties.
Help With Commercial Lease Disputes in San Antonio
Commercial lease disagreements can affect operations, cash flow, and valuable property interests. Reviewing the documents early can help identify the issues and available options.
Walter Law, PLLC assists clients in San Antonio, Bexar County, and Central Texas with commercial lease disputes and other real estate matters.
Contact Walter Law, PLLC to discuss your lease concern.
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This resource provides general information and does not replace legal advice about a specific lease or dispute.