When a lease offer has been accepted and a more detailed commercial lease is subsequently prepared, it is important to verify that the provisions of the draft lease correspond to the conditions that had been agreed upon in the offer.
The draft lease may contain more detailed provisions than the offer. This is normal, since the offer generally only addresses the main terms of the lease. However, certain clauses in the draft lease may also modify, supplement, or even contradict what was stipulated in the offer.
Before signing the final lease, the parties should therefore compare it with the accepted offer and identify any provision that adds, modifies or contradicts a condition already negotiated.
Particular attention is required when the offer stipulates that the final lease will be drawn up according to one of the parties' standard lease template. This template may contain numerous provisions that were not expressly negotiated in the offer.
When the final lease is subsequently signed by the parties, its provisions generally represent the most recent expression of their agreement. Therefore, in the event of any discrepancy between the lease offer and the signed lease, the lease provisions will generally prevail, particularly when the lease stipulates that it constitutes the entire agreement between the parties and supersedes all prior offers, agreements, or negotiations.
However, the wording of the offer and the lease, as well as the specific circumstances of each situation, must be examined before concluding that a provision of the offer has been replaced by that of the lease.
It is therefore particularly important to check for any differences before signing the final lease. Once signed, a party could hardly claim that they intended to retain a different condition stipulated in the offer when they have accepted a different provision in the lease.
This verification is particularly important when the differences relate in particular to rent, operating expenses, duration, works, guarantees, insurance, renewal, assignment or subletting.