Commercial lease disputes disrupt business operations, threaten cash flow, and create legal exposure for both
landlords and tenants. Whether you’re negotiating a new lease, enforcing lease terms, responding to a default
notice, or pursuing an unlawful detainer action, the decisions you make now affect your property rights and business
stability.
Our Seattle commercial real estate attorneys handle commercial tenancy matters with a focus on risk containment and
enforceable solutions. We represent landlords, property managers, and business tenants in lease negotiations,
dispute resolution, eviction proceedings, and breach-of-contract claims across King County and Western Washington.
Call Dickson Frohlich Phillips Burgess’s Seattle office at (206)
621-1110 for a phone consultation about your commercial lease issue.
Why Choose Our Seattle Commercial Lease Attorneys
Our lawyers solve commercial tenancy problems by focusing on what matters: protecting your financial position,
enforcing your contractual rights, and resolving disputes without unnecessary litigation costs. The Dickson Frohlich
Phillips Burgess approach is document-first. We review lease agreements, notices, correspondence, and payment
records to identify leverage points, compliance gaps, and strategic options grounded in Washington law.
Our Seattle office serves commercial landlords and tenants throughout King County, including properties in Bellevue,
Renton, Redmond, and surrounding communities. Our commercial leasing attorneys handle lease drafting and review, CAM
charge disputes, tenant improvement negotiations, assignment and sublease consent issues, rent escalation conflicts,
and personal guaranty enforcement.
We also represent clients in commercial eviction proceedings, including unlawful detainer actions for nonpayment,
lease violations, and holdover tenancies. During your phone consultation, a Dickson Frohlich Phillips Burgess
landlord-tenant attorney can discuss your lease situation, the
strength of your legal position, and the procedural
steps required to protect your interests.
Commercial Lease Negotiation and Review in Seattle
Many commercial lease disputes originate from ambiguous lease
language, unaddressed contingencies, or mismatched
expectations about obligations and remedies. Effective lease negotiation prevents costly conflicts by establishing
clear terms for rent, operating expenses, maintenance responsibilities, use restrictions, renewal options, and
default procedures.
Your commercial tenancy lawyer can help negotiate:
Rent Structure and Escalation Clauses
Commercial leases typically include base rent plus additional charges for property taxes, insurance, common area
maintenance (CAM), and operating expenses. Triple net (NNN) leases shift most property costs to the tenant, while
gross leases bundle costs into the base rent. Rent escalation clauses tie future increases to CPI adjustments, fixed
percentages, or fair market value determinations.
Tenant Improvements and Construction Allowances
Tenants often negotiate a tenant improvement (TI) allowance to fund build-out costs for their specific use. Lease
terms should specify who controls design and construction, how allowances are disbursed, who owns improvements at
lease termination, and what happens if costs exceed the allowance.
CAM Charges and Operating Expense Caps
Landlords typically pass through common area maintenance costs, property taxes, insurance, and management fees to
tenants. Without clear definitions and caps, tenants face unpredictable expense increases. Lease language should
specify which expenses are included, how costs are allocated among tenants, whether caps or exclusions apply, and
what audit rights tenants have to verify charges.
Assignment and Sublease Provisions
Commercial tenants may need flexibility to assign the lease or sublease space if their business changes. Landlords
protect property value and tenant mix through consent requirements, recapture rights, and profit-sharing provisions.
Renewal Options and Termination Rights
Lease renewal options give tenants the right to extend the lease term at specified rental rates or fair market value.
Proper exercise requires strict compliance with notice deadlines and lease conditions. Early termination clauses
allow tenants to exit under defined circumstances, often with termination fees or advance notice requirements.
Personal Guaranties
Landlords often require business owners to personally guarantee lease obligations when the tenant entity has limited
assets or credit history. Guaranties expose individuals to liability for unpaid rent, damages, and legal fees if the
business defaults.
Use Clauses and Exclusive Rights
Commercial leases restrict tenant use to specific business types to protect property character and tenant mix.
Exclusive use provisions prevent landlords from leasing competing space to similar businesses.
Common Commercial Lease Disputes in Seattle
Commercial lease conflicts typically involve payment disputes, lease interpretation disagreements, or alleged
breaches of specific covenants. Early issue identification and strategic response limit financial exposure and
preserve business relationships when possible.
Rent and CAM Charge Disputes
Tenants may withhold rent or dispute CAM charges based on calculation errors, unauthorized expenses, or landlord
breach of maintenance obligations. Landlords respond with default notices and potential unlawful detainer actions.
Tenant Improvement and Construction Conflicts
Disputes over tenant improvements often involve cost overruns, delayed completion, design approval conflicts, or
disagreements about who pays for specific work. Lease terms govern responsibility, but ambiguous language or
undocumented change orders create exposure for both parties.
Assignment and Sublease Consent Disputes
Landlords may refuse consent to proposed assignments or subleases based on creditworthiness concerns, use
restrictions, or property management preferences. Tenants claim unreasonable refusal breaches the lease. Washington
law requires landlords to act reasonably when consent provisions exist, but “reasonableness” depends on specific
lease language, property type, and proposed subtenant qualifications.
Lease Default and Breach Claims
Landlords issue default notices when tenants fail to pay rent, violate use restrictions, damage property, or breach
other lease covenants. Tenants may cure defaults within notice periods specified in the lease or by statute.
Commercial Eviction and Unlawful Detainer in
Washington
Washington law governs commercial evictions through the unlawful detainer statutes in RCW
59.12. Commercial unlawful detainer actions follow different notice requirements and timelines than
residential evictions. Landlords must comply with statutory procedures and lease terms to lawfully terminate
tenancies and recover possession.
Grounds for Commercial Unlawful Detainer
RCW 59.12.030 identifies when a tenant is liable for unlawful detainer, including:
- Nonpayment of rent. Tenants who fail to pay rent when due may be served with a three-day notice
to pay or vacate. If the tenant does not pay within three days (excluding weekends and legal holidays), the
landlord may file an unlawful detainer complaint. - Lease violations. Tenants who violate lease covenants, such as unauthorized alterations,
prohibited uses, or failure to maintain insurance, may receive notice to comply or vacate. The notice period
depends on lease terms and the nature of the violation. - Holdover tenancy. Tenants who remain in possession after lease expiration without landlord
consent are holdover tenants subject to unlawful detainer. No additional notice is required if the lease
specifies termination date and conditions. - Waste or nuisance. Tenants who commit waste, allow nuisance activity, or use premises for
unlawful purposes may be served with a three-day notice to vacate without opportunity to cure.
Commercial Unlawful Detainer Procedure
Commercial unlawful detainer actions proceed through Superior Court. Landlords file a summons and complaint, serve
the tenant, and obtain a hearing date. Tenants may answer the complaint, raise defenses, or seek dismissal based on
procedural defects or landlord breach.
At trial, landlords must prove the lease relationship, proper notice, grounds for eviction, and compliance with
statutory requirements. Tenants may defend by showing rent was paid, the violation was cured, the landlord breached
first, or notice was defective. If the landlord prevails, the court issues a writ of restitution authorizing the
sheriff to remove the tenant and restore possession to the landlord.
Landlords may also seek money judgments for unpaid rent, damages, and attorney’s fees if the lease permits fee
recovery. Personal guarantors remain liable for judgment amounts even after the tenant entity is evicted.
Holdover Tenancy and Damages
When a commercial tenant holds over after lease expiration without landlord consent, Washington law allows landlords
to recover holdover rent at rates specified in the lease or, if not specified, at reasonable rental value. Many
commercial leases impose premium holdover rates to discourage tenants from remaining in possession without
authorization. Holdover tenants also risk liability for consequential damages if their refusal to vacate prevents
landlords from delivering possession to incoming tenants.
Lease Default, Cure Rights, and Termination
Commercial lease defaults trigger specific notice and cure procedures defined in the lease and Washington statute.
Understanding default mechanics and cure rights determines whether termination is proper and what remedies are
available.
Notice Requirements for Commercial Lease Defaults
Landlords must provide written notice of default specifying the breach and, if a cure opportunity exists, the actions
required and the deadline for compliance. Notice requirements vary depending on lease terms and the type of default.
Nonpayment defaults typically allow three-day cure periods. Other defaults may allow longer cure periods, or no cure
right at all for material breaches like unauthorized assignment or illegal activity.
Tenants should review notice carefully to confirm accuracy, timeliness, and compliance with lease procedures. A
defective notice may invalidate termination and provide defenses in unlawful detainer proceedings.
Tenant Cure Rights and Landlord Remedies
If the lease grants cure rights, tenants may remedy defaults within the notice period to avoid termination. Partial
payment or conditional tender may not satisfy cure requirements. Full compliance with notice demands is typically
necessary to preserve tenancy rights.
If tenants fail to cure, landlords may terminate the lease, pursue unlawful detainer to recover possession, and seek
damages for unpaid rent, property damage, lost rent during vacancy, re-leasing costs, and attorney’s fees if the
lease permits. Landlords have a duty to mitigate damages by making reasonable efforts to re-lease the space. Failure
to mitigate may reduce recoverable damages.
Tenant Rights When Landlord Defaults
Tenants may also terminate leases or withhold rent when landlords breach material obligations, such as failing to
provide essential services, maintain premises, or comply with use restrictions. Washington law allows tenants to
assert landlord default as a defense in unlawful detainer actions and, in some cases, to pursue claims for damages
or lease rescission. Tenants should document landlord breaches, provide written notice, and consult legal counsel
before withholding rent to avoid counterclaims for tenant default.
Assignment, Sublease, and Lease Transfer Issues
Commercial tenants often need flexibility to assign leases or sublease space when business needs change, locations
underperform, or ownership transfers occur. Landlords retain control over tenant mix, creditworthiness, and property
character through lease provisions governing transfers.
Landlord Consent Requirements
Most commercial leases require landlord consent before tenants may assign or sublease. Consent provisions may be
absolute, giving landlords unrestricted discretion, or qualified, requiring landlords to act reasonably. Washington
law implies a reasonableness standard even when leases grant broad landlord discretion, but “reasonableness” depends
on property type, proposed transferee qualifications, and lease-specific factors.
Landlords may refuse consent based on creditworthiness concerns, incompatible uses, operational conflicts, or
property management issues. Tenants claiming unreasonable refusal must show landlord objections lack legitimate
business justification.
Recapture Rights and Profit Sharing
Some leases grant landlords recapture rights, allowing landlords to terminate the lease and reclaim space if tenants
propose assignments or subleases. Other leases require tenants to share sublease profits, amounts exceeding original
rent, with landlords. These provisions limit tenant flexibility but protect landlord interests in controlling
property and capturing market-rate rent increases.
Tenants should negotiate recapture and profit-sharing terms upfront, particularly in long-term leases where market
conditions and business needs may change significantly over time.
Lease Renewal Options and Termination Rights
Lease renewal options and early termination provisions provide flexibility for both landlords and tenants but require
strict compliance with notice deadlines and conditions.
Exercising Renewal Options
Renewal options grant tenants the right to extend lease terms at specified rental rates or fair market value. Proper
exercise requires delivering written notice within the deadlines specified in the lease. Late or defective notice
may forfeit renewal rights even if tenants intend to remain.
Disputes arise when landlords claim notice was untimely or tenants failed to satisfy lease conditions precedent, such
as no defaults, current rent payments, or compliance with operating covenants. Tenants should calendar notice
deadlines, confirm compliance with lease conditions, and deliver notice through methods specified in the lease.
Early Termination Clauses
Early termination provisions allow tenants to exit leases before expiration under defined conditions, such as
business closure, relocation, or casualty events. Termination typically requires advance notice and payment of
termination fees. Landlords may negotiate high termination fees to compensate for lost rent and re-leasing costs.
Tenants invoking early termination rights must comply strictly with lease procedures. Landlords may challenge
termination based on procedural defects, incomplete payments, or failure to satisfy conditions.
FAQ for Commercial Tenancy Lawyers in Seattle,
Washington
Can a Landlord Evict a Commercial Tenant for Nonpayment?
Yes. Landlords may serve three-day pay-or-vacate notices for nonpayment. If tenants do not pay within three days,
landlords may file unlawful detainer complaints seeking possession and money judgments for unpaid rent and damages.
Can I Break a Commercial Lease Early in Seattle?
Only if the lease includes early termination provisions or the landlord agrees. Otherwise, breaking a lease
constitutes breach, exposing tenants to liability for remaining rent, damages, and attorney’s fees. Tenants should
negotiate termination rights upfront or seek landlord consent before vacating.
What Is the Difference Between a Commercial Lease Dispute and an Eviction Case?
Lease disputes involve breaches, payment conflicts, or interpretation disagreements that may be resolved through
negotiation or litigation without terminating the lease. Eviction cases (unlawful detainer) seek to terminate
tenancy and recover possession after defaults remain uncured.
Does Washington Law Require Mediation Before Filing a Commercial Eviction?
No. Washington law does not mandate mediation or alternative dispute resolution before landlords file commercial
unlawful detainer actions. However, some commercial leases include dispute resolution clauses requiring mediation or
arbitration before litigation. Review your lease carefully before filing or responding to eviction
actions.
Are Commercial Tenants Responsible for Repairs and Maintenance in Seattle?
It depends on lease terms. Commercial leases typically shift more maintenance responsibility to tenants than
residential leases. Washington law does not impose the same implied warranty of habitability on commercial
properties that applies to residential tenancies, so lease language controls repair obligations. Ambiguous
maintenance provisions create disputes when expensive repairs arise.
Resolve Your Commercial Lease Dispute With Strategic Legal Counsel
Commercial lease conflicts require business-focused legal strategy, not reactive litigation. Whether you’re
negotiating lease terms, enforcing contract rights, responding to default notices, or pursuing eviction, you need
counsel who understands Washington commercial tenancy law and the practical realities of King County property
markets.
Contact our
Seattle office for a phone consultation with a Seattle commercial tenancy lawyer. Bring your lease
agreement, correspondence with the other party, and documentation of the dispute. From there, we’ll assess your
position, identify leverage points, and outline the steps to protect your interests and resolve the conflict with
clarity and strategic focus.
Featured Testimonial
“I can’t even tell you how much I appreciate this firm! These guys helped me through one of the most challenging legal situations I’ve faced in my life. Their skill and expertise literally saved my business. I’ve dealt with other counsel in the past but the Dickson firm was by far the most competent and tactful counsel I’ve ever recieved. I would recommend this group to anyone!”
Review by: Keith D.Reviewing: Seattle Commercial TenancyDate published: 2015-08-02Rating: ★★★★★ 5 / 5 stars*DISCLAIMER: Please note that every case is different and presents its own unique set of variables. Thus, no guarantee can be made that you will obtain the same or similar result as a previous client.
