Learn how to identify the issues that will help you evaluate, navigate, and memorialize lease termination transactions and minimize the risk.
When either a landlord or tenant approaches you, as either its outside or in-house attorney, to represent it in connection with the termination of a lease, there are a number of legal and business issues you should evaluate and consider to allow you to both assess the parties' respective rights, obligations and determine how best to memorialize their agreements, to the benefit of the party you are representing. The facts of why a lease termination is being sought is generally at the forefront of any initial analysis, whether it is for convenience, is the implementation of lease rights, is due to one party's need that the other party cannot fulfill or represents a workout, short of court proceedings. Lease terminations are most commonly sought by a tenant who can no longer utilize its leased premises, for a number of reasons. Conversely, there are instances in which landlord requires a space for the expansion of a larger tenant or some other strategic reason, including extensive remodeling or demolition of the building (or to get rid of a problem tenant). These motivating factors will be discussed, as will the issues that arise from each of them. Although terminating a lease does not involve the negotiation of a document as long and complex as the lease itself, it can present its own complexities and issues that require careful consideration and attention (some of which are not that obvious and may require protracted negotiations). What I intend to convey in my presentation is how to identify the issues that will help you evaluate, navigate and memorialize these transactions and minimize the risk to your clients or companies. Like all transactions, there are pitfalls and unintended consequences that should be analyzed, so that what seems to be a fairly simple transaction does not end up having any unforeseen effect on your client (which could have been dealt with or at least conveyed as an issue to your client before execution and implementation). This will also minimize the risk of your client later asking you why you didn't consider or warn it about an issue that later arises.
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Agenda
Introduction
Lease Termination Sought by Landlord
- Right to Terminate When the Lease Permits Landlord to Do so
- Discretionary Termination
- Indemnification
- Transfer Taxes
- Documentation
- Default
Lease Termination Sought by Tenant
- Tenant's Right to Terminate
- Discretionary Termination
- Premises Condition/Restoration
- Indemnification
- Transfer Taxes
- Default
Other Considerations
- Release of Guarantors
- Mortgagee Consent
- Income Tax Considerations
- Bankruptcy
- Termination of Any Memorandum of Lease
- Rights of Other Tenants
Forms of Lease Termination Agreements
- Form of Landlord Termination of Lease Agreement
- See Attachment A
- Form of Tenant Termination Agreement
- See Attachment B
- Form of Termination of a Memorandum of Lease
- See Attachment C
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OnDemand Course
This course was last revised on August 14, 2024.
Call 1-866-352-9540 for further credit information.
- AK CLE 1.0
- Alaska attorneys may receive 1.0 hours of continuing legal education for completing this program. Please contact the Alaska Bar Association or go to www.alaskabar.org for details regarding reciprocity with other states.
- AL CLE 1.1
- This course or a portion thereof has been approved by the Alabama State Mandatory Continuing Legal Education Commission for a maximum of 1.1 hours credit.
- AR CLE 1.0
- This course has been approved for 1.0 hours of CLE by the Arkansas CLE Board.
- Arizona CLE 1.0
- The Arizona State Bar does not pre-approve or pre-certify MCLE programs. However, records of this program and attendance will be maintained by Lorman Education Services for auditing purposes. This activity may qualify for up to 1.0 hours toward your annual CLE requirement for the State Bar of Arizona.
- CA MCLE 1.0
- Lorman Education Services is a State Bar of California approved MCLE sponsor and this course qualifies for 1.0 CLE hours of participatory credit.
- CT CLE 1.0
- Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. This course has been approved for CLE credit in jurisdictions aside from CT and therefore it automatically meets the content and delivery requirements in Connecticut. Credit is based on a 60 minute credit hour and shall be awarded as follows: 1.0 CLE credit(s).
- GA CLE 1.0
- This program has been approved by the Georgia Commission on Continuing Lawyer Competency for 1.0 CLE hours.
- HI CLE 1.0
- This program was approved by the Hawaii State Board of Continuing Legal Education for 1.0 CLE credit hours.
- IL CLE 1.0
- This course was approved for a total of 1.0 hours of MCLE Credit by the Illinois MCLE Board.
- IN CLE 1.1
- This program has been approved by the Indiana Commission on Continuing Legal Education. Participating attorneys are eligible to receive up to 1.1 hours of Distance Education credit.
- MO CLE 1.3
- This course qualifies for self-study CLE credit in Missouri.
- ND CLE 1.0
- North Dakota CLE policy does not allow for pre-approval of any self-study courses. This course may qualify for up to 1.0 hours of CLE credit.
- NH MCLE 1.0
- NH MCLE does not approve or accredit CLE activities for the NH Minimum CLE requirement. Lorman Education Services believes this Ondemand course meets the requirement of NH Supreme Court Rule 53 and may qualify for CLE credit(s). Program Length: 65 Minutes.
- NJ CLE 1.3
- This program has been approved by the Board on Continuing Legal Education of the Supreme Court of New Jersey for 1.3 hours of total CLE credit.
- NM CLE 1.0
- This program has been approved by the New Mexico Minimum Continuing Legal Education Board for 1.0 hours of credit.
- NV CLE 1.0
- This program has been approved by the Nevada Board of Continuing Legal Education for 1.0 CLE hours.
- NY CLE 1.0 including Areas of Professional Practice 1
- This course has been approved in accordance with the requirements of the New York Continuing Legal Education Board for up to a maximum of 1.0 credit hours in the area(s) of Areas of Professional Practice for 1.00 hour. Each hour may be counted only as satisfying one category of credit. Duplicate credit for the same hour of instruction is not permitted. This course qualifies for both established and newly admitted attorneys. Lorman Education- Noggin Guru, Inc. has a financial hardship guideline. Please contact customer service at 1.866.352.9539 for instructions on how to apply.
- OH CLE 1.0
- This course has been approved by the Ohio Supreme Court Commission on Continuing Legal Education for 1.0 CLE credit hours. Please note: No more than twelve (12) hours of self-study CLE credit for any biennial reporting period may be earned by an Attorney or Judge under Regulation 409.2. To fulfill CLE requirements for self-study, web-based programs, you must complete 100% of the polling questions during the program. Your hours will be filed electronically within thirty (30) business days by Lorman Education Services provided you fulfilled 100% attendance and polling questions answered.
- PA CLE 1.0
- This Distance Learning program has been approved by the Pennsylvania Continuing Legal Education Board for 1.0 hours of substantive law, practice and procedure CLE credit.
- RI CLE 1.0
- This program has been approved by the Rhode Island Mandatory Continuing Legal Education Commission for 1.0 hours of CLE credit.
- TN CLE 1.08
- This program has been approved as a distance learning format by the Tennessee Commission on Continuing Legal Education for a maximum of 1.08 hours of credit.
- VT CLE 1.0
- This self-study program has been approved by the Mandatory Continuing Legal Education Board of Vermont for 1.0 hour(s) of CLE credit. Please note: Attorneys may only claim 12 credits per compliance period in this format. This course is considered "Non-Moderated Programming without Interactivity".
- WI CLE 1.0
- This program qualifies for 1.0 hour(s) of ondemand CLE through the WI Board of Bar Examiners.
- WV MCLE 1.3
- This program has been approved by the West Virginia State Bar MCLE Commission for 1.3 MCLE hours.
To earn each credit Lorman offers through the OnDemand learning platform, you need to watch 100% of the program. Also, for certain credits you will need to fulfill additional requirements which will be displayed on the "credits" tab when viewing the course.
This program does NOT qualify, nor meet the National Standard for NASBA accreditation.
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- AK CLE 1.0
- Arizona CLE 1.0
- CA MCLE 1.0
- CT CLE 1.0
- HI CLE 1.0
- MO CLE 1.3
- NJ CLE 1.3
- NM CLE 1.0
- NY CLE 1.0 including Areas of Professional Practice 1
- VT CLE 1.0
- WV MCLE 1.3
- WY CLE 1.0
This program does NOT qualify, nor meet the National Standard for NASBA accreditation.
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Why Lorman?
Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Faculty
Stephen E. Friedberg
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
- Member at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
- More than 45 years of experience specializing in leasing, including complex ground leases as well as retail, office, industrial and data center leases
- Co-chair of sale/leaseback practice
- Led and structured a sale/leaseback program at firm, negotiating and closing over 50 transactions for CVS and numerous sale/leaseback transactions for other clients
- Prior experience includes in-house counsel for Kimco with responsibility for more than 10,000 leases
- Negotiated office and retail leases for sites as large as 350,000 square feet, industrial leases for sites up to 1,000,000 square feet, and created leases for both landlords and tenants in the data center space, including entire data centers and multi-tenant developments
- Created a program to for a client owning large office and mixed-use buildings in large cities in which the client sold its buildings (not the land) to third party purchasers, as part of transactions in which my client entered into 99-year ground leases with such purchasers and retained the fee interest in the properties
- Has lectured on various issues concerning sale/leasebacks, ground and office leasing, data centers, and a number of topics regarding shopping center financing, development, and leasing
- J.D. degree, Case Western Reserve University; B.A. degree, Michigan State University
- Can be reached at [email protected] or 212-692-6875
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