Friedman on Leases is widely regarded as the leading authority on commercial real estate leasing, recognized for its extensive and balanced coverage of tenant and landlord concerns. First published in 1974, Friedman on Leases continues to deliver not only the foundational knowledge required by novice practitioners, but also analysis of and insight into the most current and relevant developments facing seasoned practitioners in the commercial real estate field.

Friedman on Leases clarifies and analyzes the full range of lease provisions and conceivable landlord-tenant situations to give you unsurpassed practical instruction on how to negotiate and draft airtight agreements that protect your clients’ rights and minimize their liability exposure.

Friedman on Leases includes numerous case decisions with commentary and valuable sample lease clauses and agreements that help practitioners to:

• Draft, negotiate, and amend every essential document involved in commercial leasing
• Modify lease provisions for the full variety of landlord-tenant arrangements
• Anticipate and resolve problematic transaction developments
• Avoid drafting errors, including omissions, ambiguities, and fatal terminology
• Understand and deal with difficult issues specific to assignments, subletting, renewals, take-over leases, percentage leases, and other challenging aspects of commercial leasing
• Proceed wisely in those leasing areas with divided judicial authority or divergent state statutes

Digital Forms:

Short Form of Sublease

Escalation Clause - Taxes and Operating Expenses

Force Majeure Clause for Rent Abatement or Lease Termination

Clause Barring Creation of New Stock for Purpose of Changing Stock Control

Form for Waiver of Mechanics’ Lien or Indemnity

Clause for Attornment of Subtenant to Prime Landlord

Clause for Automatic Renewal of Lease by Tenant

Clause Prohibiting Tenant Creation of Mechanics’ Lien

Clause that Premises Must Comply with All Laws

Cleaning Specifications for Office Space

Estoppel Certificate

Form of Tenant’s Assignment of Lease with Consent by Landlord and Assumption by Assignee

Landlord's Cross Default Clause

Lease Clause Requiring Cash Deposit as Security

Lease Provision for Abandoned Property Without Prejudice

Limitation of Landlord’s Liability to its Interest in the Land and Building

Most Favored Nation Provision for Base Rent

Provision for Tenant to Comply with Requirements Applicable Due to Tenant’s Use

Tenant Estoppel Form

Tenant's Estoppel Certificate

Work Letter Definition of Substantial Completion Favorable to Landlord

Friedman on Leases extensively examines the following topics:

Chapter 1: Introduction: The History and Nature of a Lease traces the history of leases from ancient times to the industrial revolution, and reviews the nature of modern-day leases and commercial leases.

Chapter 2: The Parties takes a general look at the rights and duties of landlords and tenants.

Chapter 3: The Premises examines the description of the leased premises and any appurtenances.

Chapter 4: The Term—Possession reviews term tenancies and periodic tenancies, and landlord’s responsibility to deliver possession at commencement and right to enter, inspect, repair, and exhibit leased premises.

Chapter 5: Rent generally covers rent, including additional rent, and rent acceleration and escalation.

Chapter 6: Percentage Leases reviews all aspects of percentage rent, the implied covenant that a percentage tenant actively conduct business, the express covenant of continuous operation, and assignment of lease by percentage tenant.

Chapter 7: Assignment, Subletting, and Mortgaging by Tenant reviews tenant’s right to assign, sublet, and mortgage; the relationships between landlord, tenant, and assignee, and landlord, tenant, and sub-tenant; and leasehold mortgages.

Chapter 8: Fee Mortgages examines subordination, nondisturbance, and attornment agreements; holdover tenant versus foreclosing mortgagee; the Federal Protecting Tenants at Foreclosure Act; and tenant’s mortgage of landlord’s interest (“subordinating the fee”).

Chapter 9: Damage and Destruction of Leased Property reviews the common law rule, relevant statutes, and apportionment of rent after damage to premises; the drafting and interpretation of clauses covering damages and destruction; and subrogation of insurer.

Chapter 10: Repairs covers landlord’s common law obligations, landlord’s liability for injuries caused by condition of property, implied warranty of habitability, landlord and tenant obligations to repair, and repair clauses.

Chapter 11: Compliance with Laws examines tenant’s duty, through a provision in the lease or otherwise, to comply with laws relating to the physical condition of leased premises; factors to consider in whether landlord or tenant is responsible for repairs required by government orders rendered subsequent to execution of a lease; and protecting landlords under “absolute liability” environmental statutes.

Chapter 12: Landlord’s Services and Other Obligations reviews landlord services expressly specified in the lease, implications of interruption of services, and a look at landlord obligations in shopping centers and other special-purposes facilities.

Chapter 13: Condemnation reviews all aspects of condemnation, including partial condemnation and taking of less than fee interests, tenant’s claim for leaseholds and other interests, fixtures, stipulations with respect to condemnation of tenant’s interests, and condemnation clauses.

Chapter 14: Renewals covers notices of renewal, retention of possession as effecting renewal, automatic renewals, renewals by fiduciaries, and the effect of renewal on previous lease and rights pertaining to it.

Chapter 15: Purchase Options examines tenant’s option to buy the premises, the effect of breach of lease by tenant, assignability of tenant’s purchase option, extensions and renewals of lease, exercising the option, and tenant’s right of refusal.

Chapter 16: Default by Tenant covers tenant’s breach and forfeiture, termination of lease and survival of tenant’s liability, landlord’s right to cure tenant defaults, and waiver by landlord of tenant default.

Chapter 17: Exculpatory Clauses reviews landlords’ and fiduciary’s exculpatory clauses, clauses reducing length of statute of limitations, and exculpation of landlord or tenant from personal liability under the lease.

Chapter 18: Termination of Lease reviews tenant’s surrender or retention of possession on expiration of lease, landlord’s notice of increase in rent or other change in terms after expiration of lease, holdover tenancies, landlord’s right to retake possession by self-help, landlord’s wrongful eviction, and personal property left on premises.

Chapter 19 [Reserved]

Chapter 20: Tenant Bankruptcy covers automatic stays, tenant’s decision to assume or reject the lease, effect of tenant rejection, effect of tenant’s decision to assume and assign the lease, and effect of bankruptcy on landlord’s remedies for default.

Chapter 21: Distraint, Landlords’ Liens and Tenant Security reviews ordinary security and other forms of tenant security, security deposit statutes, and the effect of transfer by landlord or tenant on security, and provides sample security deposit clauses.

Chapter 22: Option to Cancel Lease covers the business and practical aspects of canceling a lease, effect of cancellation right on the validity and enforceability of a lease, operation of cancellation clauses in the modern lease, and notice of cancellation, and provides sample negotiated provisions granting tenant the one-time right to cancel.

Chapter 23: Alterations and Improvements by Tenant covers tenant’s right to alter and improve and tenant’s statutory right to alter or repair, the effect of tenant alterations or improvements on real estate and federal income taxes, business and practical aspects of stipulations regarding tenant alterations or improvements, mechanics’ liens, and model provision for alterations and improvements.

Chapter 24: The Work Letter reviews landlord’s construction for tenant, and includes samples of a landlord’s work letter (with annotations and suggestions) and a building standard work letter.

Chapter 25: Fixtures reviews tenant’s right of removal and duty to remove fixtures.

Chapter 26: Interpretation and Construction of Leases considers the distinction between interpretation and construction and the effect of surrounding circumstances on the meaning of an agreement instead of its mere words, and some rules, tools, and maxims of construction.

Chapter 27: Use of Leased Premises covers tenant’s duty to use and not to commit waste, uses permitted by implication, restrictions on tenant’s use, fitness of premises for tenant’s use, effect of lease on landlord’s right to lease other property, and possible special operating duties of shopping center landlords.

Chapter 28: Exclusive Uses examines covenants to refrain from competition or to refrain from leasing to a competitor, including the implication of the right to exclusive use and landlord obligations under such covenants, areas affected by these covenants, effect of such covenants against competing uses on the right to park cars, remedies of tenant-covenantee, and antitrust implications of these covenants.

Chapter 29: Tenant’s Right to Quiet Possession reviews the covenant of quiet enjoyment, constructive eviction, and the distinction between breach of covenant of quiet enjoyment, eviction, and trespass.

Chapter 30: Execution and Delivery covers formalities of execution of the lease and statute of frauds (prior to possession by tenant), defective execution, “delivery” of lease prior to possession by tenant, and execution and delivery of lease after tenant takes possession.

Chapter 31: Perfection of the Lease—Possession and Recordation covers possession as notice and recording the lease.

Chapter 32: Modification of the Lease examines oral modifications, agreements to modify rent, estoppel certificates and modification, effect on guarantees, and whether the original lease has been superseded, and provides a sample lease modification.

Chapter 33: Sign and Advertising Rights covers sign and advertising rights of landlord and tenant, billboard rights, drafting considerations, and the right to visibility easements for signage, and provides examples of various signage provisions found in office and retail leases.

Chapter 34: Contracts to Lease reviews the distinction between a lease and a contract to lease; the effect and necessary provisions of a contract to lease, and whether it is subject to the statute of frauds; security; tenant’s refusal to accept possession of leased premises as breach of contract, as distinguished from breach of lease; provision for formal lease; damages for breach of contract to lease; and letters of intent, including a sample letter of intent.

Chapter 35: Guaranty of Lease covers the scope of guaranteed obligations; defenses, release, and discharge of guarantor; and subrogation of guarantor; and also provides a sample form of guaranty of lease and a sample form of good guy guaranty.

Chapter 36: Transfer of Landlord’s Reversion reviews broken covenants, covenants relating to matters not in existence, the touch and concern requirement, lease covenants ordinarily running with the land, covenants concerning brokerage commissions, effect on subsequent owner of waivers of tenant obligations and modifications of lease, concurrent leases, and estoppel certificates, and provides a sample simple form of estoppel certificate for sale of building already under lease, a simple form of estoppel certificate for tenant in connection with mortgage loan on property where tenant is lessee, and a tenant’s estoppel certificate for lender.

Chapter 37: Leases, Licenses, and Easements Compared examines the distinctions between leases and licenses, and leases and easements; the parking rights of tenant; lodgers and guests; department store concessions; and miscellaneous spaces, pop-up shops, and shared co-working spaces.

Chapter 38: Insurance examines when landlords and tenants insure their interests, allocation of insurance risk, terrorism insurance, and insurance claims for mold.

Chapter 39: Merger of Leases into the Fee covers lease mergers.

Chapter 40: Commercial Lease Issues Relating to the COVID-19 Pandemic reviews the impact of the COVID-19 pandemic on negotiated agreements for rent relief (deferrals and abatements) and new leases; legislative proposals and recently enacted laws arising from the pandemic; force majeure; and common law principles applicable to the COVID-19 pandemic; and also provides a sample lease modification/amendment.

The author, Andrew R. Berman, is currently in private practice and Principal of Andrew Berman PLLC, where he continues to focus on real estate transactions. He is a former real estate partner at Orrick Herrington, Akerman, and Sidley Austin. He also served as in-house counsel at a major real estate brokerage and advisory firm where he was Senior Vice President and Associate General Counsel. Mr. Berman is a Distinguished Adjunct Professor of Law at New York Law School (NYLS), where he currently teaches the required first-year course on Property. At NYLS, he founded and served as the Director of the Center for Real Estate Studies and the Institute for In-House Counsel. Mr. Berman’s expertise in both practice and academia enables him to provide the broad perspective and insight that real estate professionals need in this rigorous and dynamic field.