The commercial lease is often regarded, rightly so, as a lengthy, tedious, repetitive and monotonous document. Moreover, this type of lease is primarily drafted in favor of the landlord, often to the detriment of the tenant.
The commercial lease is often considered, quite rightly, as a long, tedious, repetitive and monotonous document. Furthermore, this type of lease is drafted primarily in favor of the lessor, often to the detriment of the lessee.
Therefore, a lessee, who signed a lease for a commercial premises, sees his property destroyed or damaged by water as a result of a fire in the building housing his business. He then turns to the Court* and claims compensation from the lessor. The lessee argues that the fire resulted from improvements and work that were poorly executed by the lessor. The lessor claims that he cannot be held responsible since the lease stipulates that:
- the lessee must take out a fire insurance policy for $1,000,000;
- the lessor is not responsible for any damage caused by the lessee's failure to maintain the premises;
- the lessor will have no responsibility with regard to any goods and property of the lessee.
In light of the parties' claims, the Court concludes that:
- the Civil Code of Quebec allows a lessor to exclude his liability for material damage, since there is no evidence of "intentional fault or gross fault on the part of the lessor";
- the obligations between the lessee and lessor are primarily governed by the commercial lease, and it is only in the absence of specific provisions that supplementary provisions can be applied; the injured lessee cannot therefore rely on a rule of foreign law which would be more advantageous to him than the lease;
- the exemption clause stipulated in favor of the lessor applies in this case, since the fault alleged against the respondents cannot be classified as "gross fault".
Lessors usually include a multitude of clauses in commercial leases. Why not ensure that the imagination of the lessor does not exceed reality? "What is written remains written" and it is no longer legal fiction.
* C.A. Quebec 200-09-004988-041, 2006-03-01
