Ontario Commercial Lease Review Checklist for Small Business Tenants ($1,250 Fixed-Fee Review)
Ten clauses to check before you sign an Offer to Lease or commercial lease in Toronto or anywhere in Ontario — and how a fixed-fee lawyer review protects you.
Direct Answer
Ontario commercial tenants do not get the protections of the Residential Tenancies Act. Commercial tenancies are governed by the Commercial Tenancies Act and, above all, by the wording you sign. A signed Offer to Lease is usually a binding contract that commits you to the landlord's standard lease unless protections are written into the Offer first.
Astor Nobel Law offers a Fixed-Fee Commercial Lease or Offer to Lease Review for $1,250 + HST, typically within 48–72 business hours, personally handled by David J. Rose, Barrister & Solicitor. You receive a plain-English tenant risk memo, targeted redlines or rider clauses, and a strategy call before you sign.
Summary: 10 High-Risk Clauses in an Ontario Commercial Lease
| # | Clause | Typical landlord wording | What tenants commonly negotiate |
|---|---|---|---|
| 1 | Offer to Lease is binding | Tenant must sign landlord's standard lease without substantive changes | Condition for solicitor review of Offer and Lease; reserve right to negotiate amendments |
| 2 | Personal indemnity / guarantee | Unlimited personal liability for full term and renewals | Dollar cap (e.g. 6–12 months' rent) or burn-off after 2–3 years without default |
| 3 | Additional Rent (TMI/CAM) | Open-ended costs, capital items, management fee on everything | Exclude structural items, amortize capital costs, cap controllable increases |
| 4 | HVAC repair & replacement | Tenant replaces aging rooftop unit | Landlord warranty on possession; landlord replaces end-of-life units or amortizes |
| 5 | Demolition / redevelopment | Termination on short notice, no compensation | Lock-out period, 12 months' notice, reimbursement of unamortized improvements |
| 6 | Relocation | Landlord may move you on 30–60 days' notice | Delete, or require comparable premises and landlord-paid moving/build-out |
| 7 | Permitted use & exclusivity | Narrow use; competitor allowed next door | Broader use clause plus an exclusivity covenant |
| 8 | Assignment & recapture | Consent at landlord's discretion; recapture on sale | Consent not unreasonably withheld; no recapture on bona fide sale of business |
| 9 | Default & cure periods | Very short cure; immediate re-entry or distress | Written notice and cure periods (e.g. 5–10 business days monetary; 20–30 days non-monetary) |
| 10 | Restoration (“make good”) | Strip premises back to base building | Broom-swept condition; approved initial improvements may remain |
Signing an Offer to Lease or commercial lease?
Have it reviewed before you sign — while you still have leverage. Fixed fee: $1,250 + HST.
The 10 Clauses in Detail
1. Don't wait until after you sign the Offer to Lease
Brokers and landlords may say the Offer “just locks in rent and the possession date.” Most Offers require you to sign the landlord's standard lease with no changes except those written into the Offer. Once you have signed an unconditional Offer and paid a deposit, most of your leverage is gone. Have the Offer reviewed first, or make it conditional on your lawyer's approval of the Offer and Lease within a set number of business days.
2. Personal indemnities, even when you have incorporated
Landlords commonly require the founder to sign personally as indemnifier. An indemnity is a primary obligation that can survive amendments, assignment, or disclaimer in insolvency. On a 5-year lease at $5,000/month gross rent, an unlimited indemnity is about $300,000 of personal exposure. Negotiate a burn-off date or a dollar cap.
3. TMI / Additional Rent, capital repairs and admin fees
In a net lease, Additional Rent can include structural repairs, full parking-lot or boiler replacements, pre-existing environmental issues, and an administration fee applied even to taxes and insurance. Seek exclusions, amortization of capital items over useful life, a narrower admin-fee base, and a cap on controllable cost increases.
4. The aging HVAC unit
Many leases make the tenant responsible for repairing and replacing HVAC units, even ones already near end of life. Ask for a landlord warranty on possession and landlord responsibility for (or amortization of) capital replacement.
5. Demolition and redevelopment
Many GTA properties are redevelopment candidates. A demolition clause can end your lease on short notice after you have invested in build-out. Negotiate a lock-out period, longer notice, and reimbursement of unamortized improvements.
6. Relocation
Strike relocation rights for street-front or destination premises. If retained, require comparable size, frontage and visibility, with the landlord paying moving and build-out costs.
7. Permitted use and exclusivity
A too-narrow use clause can block growth or a later sublease; without exclusivity, a competitor can open next door.
8. Selling your business: assignment, change of control and recapture
A buyer will need your lease by assignment or by buying your shares (which can trigger change-of-control provisions). A recapture right can let the landlord cancel your lease instead of consenting. Ensure consent cannot be unreasonably withheld and recapture does not apply to a bona fide sale of the business.
9. Default, cure periods and landlord remedies
Under the Commercial Tenancies Act and common law, a landlord facing arrears may generally either distrain (seize goods while keeping the lease alive) or terminate and re-enter — not both at once. Negotiate written notice and cure periods rather than instant default.
10. End-of-term restoration and holdover
Restoration clauses can require removal of all improvements, even ones the landlord approved, at significant cost. Negotiate surrender in broom-swept condition, reasonable wear and tear excepted, with approved initial improvements allowed to remain.
How the $1,250 Fixed-Fee Lease Review Works
- Intake & conflict check: send the landlord's name and property address through the intake form or by email. We run an Ontario conflict check and send a 1-page Limited-Scope Retainer.
- Review (typically 48–72 business hours): David J. Rose prepares a plain-English tenant risk memo and targeted redlines or rider wording.
- Strategy call: walk through dealbreakers versus routine negotiating points before you sign.
Protect yourself before you sign
Fixed-Fee Commercial Lease or Offer to Lease Review — $1,250 + HST.
Frequently Asked Questions
How much does a commercial lease review cost in Ontario?
Astor Nobel Law reviews an Ontario commercial Offer to Lease or commercial lease for a fixed fee of $1,250 + HST, including a plain-English risk memo, targeted redlines or rider clauses, and a strategy call with David J. Rose.
Is an Offer to Lease binding in Ontario?
Usually, yes. A signed Offer to Lease is generally a binding contract and often requires the tenant to sign the landlord's standard-form lease with only the changes written into the Offer. Review it before signing, or make it conditional on your lawyer's approval.
Do commercial tenants in Ontario have the same protections as residential tenants?
No. The Residential Tenancies Act does not apply to commercial premises. Commercial tenancies are governed by the Commercial Tenancies Act, the common law, and the lease itself.
Can I limit a personal guarantee or indemnity on a commercial lease?
Often. Common approaches include a dollar cap (for example, 6–12 months of rent), a burn-off after a period without default, or a larger security deposit in place of the indemnity. Whether a landlord agrees depends on the deal.
How long does the lease review take?
Typically 48–72 business hours after the conflict check clears and the Limited-Scope Retainer is signed.
Does contacting Astor Nobel Law create a lawyer-client relationship?
No. A lawyer-client relationship begins only after an Ontario conflict check is completed and a written Limited-Scope Retainer is signed by both parties.
Legal information only, not legal advice. Reading this guide or contacting Astor Nobel Law by email, phone, or intake form does not create a lawyer-client relationship. Legal services are provided by David J. Rose, Barrister & Solicitor (licensed by the Law Society of Ontario), only after an Ontario conflict-of-interest check is completed and a written Limited-Scope Retainer is signed by both parties. Government fees quoted are as of October 2026 and may change. Astor Nobel Law · 170 Chiltern Hill Rd, Toronto, ON M6C 0A9 · david.rose@roselawfirm.ca · Phone (416) 519-2543