Commercial Lease Review and Negotiation in San Diego
A commercial lease is one of the biggest commitments your business will make. It sets your rent for years, decides who pays for repairs, and controls whether you can grow, sell, or leave.
Most of those terms are written by the landlord’s side. We help you understand what you are signing and negotiate changes before you are locked in.
- Plain-language lease review
- Fixed fees where possible
- Serving businesses throughout California
How We Help With Your Lease
Plain-Language Review
We explain every key term so you know your rights and obligations.
Risk and Cost Check
We flag hidden risks, unfavorable clauses, and cost increases.
Negotiation
We work with the landlord or their attorney on rent, renewal, and exit terms.
Expenses and Repairs
We clarify who pays for repairs, maintenance, taxes, insurance, and operating costs.
Growth and Exit Options
We advise on expansion, assignment, subleasing, and early termination.
Who This Is For
- Business owners about to sign a new office, retail, restaurant, or industrial lease in San Diego County
- Tenants who received a renewal or amendment from their landlord
- Owners who want to expand, sublease, assign the lease, or terminate the lease early
- Buyers and sellers of a business where the lease has to transfer with the sale
What a Commercial Lease Really Commits Your Business To
For most operating businesses, the lease is one of the largest economic commitments, and it often outlasts any loan or vendor contract. The base rent is only part of the picture. The true cost of occupancy also includes your share of operating expenses, property taxes and insurance, repairs, utilities, and what you spend building out the space. A lease that looks affordable on page one can cost far more over five or ten years.
The lease also decides how much control you keep. It can limit what you sell, when you are open, where your sign goes, and whether a buyer can take over your location if you sell the business. If you sign a personal guarantee, the risk can reach past the business to your home and savings.
For example, a restaurant owner signs a letter of intent saying the landlord will contribute toward the build-out. The final lease ties that money to strict deadlines and paperwork the owner did not expect. Construction runs late, rent starts on schedule anyway, and the owner ends up covering costs they thought the landlord would share.
Consider a common situation: a dental practice owner plans to sell in a few years. The buyer and the buyer’s lender want enough time left on the lease and a clear path to transfer it. The current lease gives the landlord broad room to refuse. The sale stalls, and the owner loses leverage right when it matters most.
These problems are usually easier to fix before you sign. Once a San Diego commercial lease is signed, most changes depend on the landlord agreeing to reopen it.
The Clauses We Look at First
Some lease terms cause more trouble than others. These are the ones we check first. For a closer look, read our guide: Before You Sign a Commercial Lease in San Diego.
Personal guarantee
Whether you are personally on the hook if the business cannot pay, and for how long.
CAM and operating expenses
What the landlord can pass through to you, and whether there is a cap.
Assignment and subletting
Whether you can sell the business or bring in another tenant without the landlord blocking it.
Use clause
Whether the permitted use is broad enough for how your business may grow.
Relocation clause
Whether the landlord can move you to a different space.
Renewal options and early termination
How you stay, and how you get out.
California Rules Worth Knowing
- Accessibility disclosure. California requires commercial landlords to state in the lease whether the property has been inspected by a Certified Access Specialist (CASp). That answer affects who pays if accessibility repairs are needed.
- Protections for smaller tenants. Since January 1, 2025, California law (SB 1103) gives certain small businesses, restaurants, and nonprofits added protections, including rules on how landlords charge for building operating costs. Whether your business qualifies depends on its size and type.
Commercial Lease Mistakes We Help San Diego Owners Avoid
These common issues can turn a workable lease into an expensive one.
- Treating the letter of intent as a formality. The letter of intent (LOI) is usually non-binding, but it sets the framework the landlord’s attorney drafts from. Points left out of the LOI, such as expense caps, renewal options or transfer rights, are often harder to add later. Reviewing the LOI first can save a round of negotiation.
- Comparing spaces on base rent alone. Two spaces with the same rent per square foot can have very different real costs. Operating expense pass-throughs, property tax increases when the building changes hands, insurance and repair duties all add up. We help you compare the total cost of occupancy, not just the headline rent.
- Missing the conditions on tenant improvements. A build-out allowance may come with conditions: approved contractors, lien releases, deadlines, and a rule that unused money is lost. Some leases also require you to remove improvements at the end of the term at your own cost. Knowing this up front helps you budget realistically.
- Signing an SNDA or estoppel certificate without reading it. An SNDA sets out what happens to your lease if the landlord’s lender forecloses. An estoppel certificate is a signed statement to a buyer or lender confirming your lease terms and whether anyone is in default. Both can quietly give up rights.
- Overlooking holdover and renewal deadlines. If your lease ends before you have moved out or finished renewal talks, a holdover clause often charges a steep premium over your last rent and may make you responsible for the landlord’s losses. Renewal options often require written notice by a set date, and missing it can cost you the option.
- Skipping exclusive-use and operating protections. For retail and restaurant tenants, an exclusive-use clause can limit the landlord from leasing nearby space to a direct competitor. Signage, parking and access hours also affect sales. If these promises are not written into the lease, you generally cannot count on them later.
How It Works
1. Send Us the Lease
Share the draft or letter of intent through our contact page, or call the office.
2. We Review It
We read the full document and flag the terms that matter most for your business.
3. We Walk You Through It
You get a plain-language explanation and a list of changes worth asking for.
4. We Negotiate
If you want us to, we work directly with the landlord or their attorney.
5. Final Check
We confirm the agreed changes are in the final lease before you sign.
What to Have Ready for Your Lease Review
Gathering these items before our first conversation helps us focus on the terms that matter most to your business.
- The full draft lease with every exhibit, including any work letter, building rules and guaranty form
- The letter of intent, plus emails with the landlord or broker about the deal terms
- Your current lease and any amendments, if you are renewing or relocating
- Your budget for rent, operating expenses and build-out, along with contractor bids or plans
- How you will use the space: services, hours, equipment, signage and parking needs
- For medical and dental offices, any special plumbing, electrical, equipment or patient access needs
- Key dates and growth plans, such as your current lease ending, an opening date, expansion or a sale
- The legal name of the entity that will sign, and who is being asked to personally guarantee
Working Alongside Your Broker, CPA and Lender
Most owners signing a significant lease already have advisors, and we work with them. Your tenant broker finds the space and negotiates the business deal: rent, term, allowance and any rent abatement. We focus on the legal language that makes those terms enforceable and spells out what happens if something goes wrong. We can also coordinate with your CPA on how expense charges and improvement costs affect your budget, with your lender if the build-out or a business purchase is financed, and with your insurance agent so your coverage matches what the lease requires.
Fees
Where possible, we offer a fixed fee, so you know the cost of the work up front. Before quoting, we ask a few questions about the lease and what you need. See our fees page for how we price legal work.
Common Questions
Answers to what business owners ask most before signing.
When should I have a lawyer review my commercial lease?
Before you sign anything, including the letter of intent. Many of the most important terms are set at the letter of intent stage, and they are harder to change once the lease is drafted.
Can terms really be negotiated with a landlord?
Often, yes. The first draft usually reflects what the landlord wants. What can be changed depends on the property, the market, and your position, and we will tell you where there is room to ask.
I already signed. Can you still help?
Yes. We can explain what your current lease allows, help with renewals and amendments, and advise on options such as subleasing, assignment, or leaving early.
Do you work with landlords too?
No. We represent tenants, meaning businesses that lease space or entire buildings.
How long does a commercial lease review take?
Timing depends mostly on the length of the lease, how many exhibits it includes, and how quickly the landlord’s side responds to comments. Negotiation often takes longer than the first review, especially when a build-out work letter, a lender’s SNDA or a personal guarantee is on the table. If you have a deadline, tell us at the start.
What is the difference between a commercial real estate broker and a lease attorney?
A broker negotiates the business terms of the deal, and a lease attorney reviews and negotiates the legal terms that control your risk. Your broker can help you find space, compare options and push on rent and allowances. A lawyer reads the full lease for issues like the personal guarantee, default remedies, indemnity, insurance and what happens if the building is sold. The two roles work well together.
What is an SNDA and why does my landlord's lender want me to sign one?
An SNDA is a subordination, non-disturbance and attornment agreement, and it sets out how your lease relates to the landlord’s loan on the property. Subordination puts your lease behind the lender’s loan. Non-disturbance is the lender’s promise that you can stay if you are not in default, even after a foreclosure. Attornment means you agree to treat a new owner as your landlord.
Is a lease for a medical or dental office different from other commercial leases?
Often, yes, because medical and dental practices depend on their space in ways many businesses do not. Build-outs can involve specialized plumbing, electrical work, equipment and patient access, so improvement terms and end-of-lease removal duties matter more. The use clause should cover every service you offer. Clear renewal and transfer rights also matter, since the location is often part of what a buyer of the practice pays for.
Related Guides and Services
- Before You Sign a Commercial Lease in San Diego: a checklist for before the LOI.
- Buying or Selling a Business: when the lease has to transfer with the business.
- Business Formation: sign the lease in the right entity’s name.
- Thinking About Selling or Handing Off Your Practice: why your lease matters to a practice sale.
- Outside General Counsel: ongoing help with renewals and landlord issues.
Have a Lease in Hand? Talk to Us Before You Sign.
Or call 619-895-1066. Law Office of Christopher Scott-Dixon APC, 3130 5th Ave Ste 1, San Diego, CA 92103.
This page provides general information, not legal advice. Reading it or contacting the firm does not create an attorney-client relationship.