What to do if my landlord wants to amend my lease agreement so that I would be paying my utility bill instead of him?

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What to do if my landlord wants to amend my lease agreement so that I would be paying my utility bill instead of him?

I have a commercial lease. The original agreement states utility bill is inclusive because there is 1 meter for all 4 units. I refused to pay based on square footage but rather by usage which is not currently possible. I have 3 years left in my lease and he is now not allowing me to have any signage except what is required by law on the front of the building. What do I do?

Asked on December 29, 2011 under Real Estate Law, Florida

Answers:

SJZ, Member, New York Bar / FreeAdvice Contributing Attorney

Answered 9 years ago | Contributor

A lease is a contract; during its term or period, it cannot be changed without the agreement of both parties.

However, a lease only obligates the parties to do what the lease specifically requires them to do. So, say that your lease does not specify your rights to signage; in that case, the landlord is free to limit your signage except as required by law--since the lease doesn't address the issue or put any requirements on him, he is free to do anything legal.

As a general matter, one party to a contract could try to "convince" the other party to agree to amend it by doing or offering anything legal--or by withholding any rights or permissions which it is not required to grant.

However, that said, all contracts have what's called the "implied covenant of good faith"--or the obligation that a party to the contract does not act in bad faith to deprive the other party of the benefit of his/her/its bargain. Since the lease specifically stated that utilities were included--so utilities are one of the terms bargained between you and the landlord--it *may* be the case that trying to pressure you to change a term you specifically negotiated would be a violation of the covenant of good faith. (It would be different story if the landlord were trying to get you to change the lease to add something not addressed previously in it--say, for example, he wanted you to now lease parking spaces, too, when the original lease was silent on the subject; since the lease did not address parking at all, there is no bad faith in even "hardball" negotiations.)

Therefore, it may be that you have grounds, under the covenant of good faith and fair dealing, to force the landlord to not restrict your signage; this would require, however, bringing a lawsuit seeking a declaratory judgment or injunction, which has its costs. It also is not certain, since while the covenant exists, courts are reluctant to give it too much power, since to do so broadens the contract beyond what the parties agreed to. If you feel that the lack of signage is a sufficiently negative impact that it may warrant a lawsuit, you should consult with an attorney in depth about your options.


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