Legal Question in Business Law in California

Re: ambiguous statement in commercial lease

Although I have not had the opportunity to read the lease, I tend to agree with the "commercial law expert" based on the facts you described. The general rule is that when a contract clause is subject to more than one interpretation, the court will accept the interpretation least beneficial to the party who drafted the contract.

Re: ambiguous statement in commercial lease

Generally speaking, trade fixtures are moveable so long as no reasonable damage is done to the premises of the landlord. The fact that you have an ambiguous lease agreement further strengthens the odds in your favor of prevailing here. The party who drafts and/or causes an agreement to be drafted bears the responsibility of making the agreement clear or suffer the consequences more or less. If you would like further assistance in this matter, contact us directly today.

Re: ambiguous statement in commercial lease

To a lawyer or a judge, there probably wouldn't be as much ambiguity here as there seems to be to a non-lawyer. Professionals in this field know the difference and would understand the lease as pretty much non-ambiguous.

Trade fixtures can be removed by the tenant before, but not after, the term of the lease expires. If it expires on 12/31, plan to have them out before the stroke of midnight and you'll be OK. Things like counters, cabinets, shelves, etc. are trade fixtures and not permanent alterations that inure to the landlord at the end od the lease unless and until you leave them behind. Even such semi-permanent items as washstands and vanities installed by a beauty salon operator have been ruled to be trade fixtures that can be removed by a departing tenant.

The governing factors seem to be ease of removal, degree of harm done by de-installation (screw holes OK, major holes in the wall not OK), intention of the parties, and what is usual and customary for the trade for which the landlord leased the premises.

To avoid having to use a lawyer (or judge) to resolve the seeming ambiguities after the end of the lease, I suggest a written side agreement covering exactly what you plan to install, and clarifying that it is all in the removable trade-fixture category.