Legal Question in Business Law in California

Re: Can two retailers conduct bussines under one roof ?

There are different types of contracts you could enter into. The simplest would be to sublease from the shoe business. You say there is no sublese option in their lease. Does this just mean that there is no subleasing without the landlord's prior approval? Under the law, a landlord is not permitted to unreasonably withhold approval for a sublease. Have you or the shoe business contacted the landlord to find out if he would have any objection?

Another way is for you and the owner of the shoe business to form a corporation to sell your clothing. Under the shareholder agreement of the corporation, they would get paid the agreed amount for a fair rental, and you get paid whatever else is made.

Re: Can two retailers conduct bussines under one roof ?

Yes, 2 businesses can work under one roof. You should have a sublease and some agreement whereby you will not be responsible for any negligent or wrongful acts by the other party, and they will not be responsible for yours.

Re: Can two retailers conduct bussines under one roof ?

In general, you can sublease space unless your lease agreement forbids subleasing. It is not necessary for the lease to specifically permit subleasing.

Some shopping centers restrict the number of businesses in each line of business. Therefore, if you are in a development with other shoe stores, this could give rise to a valid objection. Another problem might be if you have a rental based on gross receipts rather than a flat dollar amount. A landlord could argue that the sublease conflicted with the gross receipts basis of rent.

Other problems might arise in connection with signs, parking, insurance and otherwise.

You would avoid a lot of potential problems by working out a deal with the landlord/lessor rather than making some sublease arrangement based on a theoretical legal 'right' to do it without the landlord's knowledge or, worse, in defiance of the landlord's refusal of permission. It is better to negotiate than act unilaterally.

Re: Can two retailers conduct bussines under one roof ?

You can do this--the landlord can't unreasonably restrict subleasing, but you will need his/her/its approval.

Even more important, you should clarify the relationship between you and the other tenant--what are the duties and liabilities of each, and you also may want to indemnify each other against liability arising from your own actions, meaning that if a clothing store customer is allegedly wronged by the clothing store, the customer shouldn't also be able to sue the shoe store if the shoe store was not involved. See an attorney to have the agreements drafted.