Law.com Subscribers SAVE 30%
Call 855-808-4530 or email [email protected] to receive your discount on a new subscription.
Evaluating Commercial Leases Post-'Rohrmoos'
In 2019, contravening well-settled Texas law, the Texas Supreme Court held that a commercial tenant may terminate a lease based on a landlord's prior material breach of the lease. Rohrmoos Venture v. UTSW DVA Healthcare, LLP, 578 S.W.3d 469 (Tex. 2019). Specifically, Rohrmoos held that a commercial landlord's material breach — at least one that might also qualify as a breach of the implied warranty of suitability — justifies a tenant's recission of the lease. (The record is not wholly clear, but it appears the material breach was moisture penetration at the tenant's dialysis clinic resulting in state health inspectors' "critici[sm]" of the facility. 578 S.W.3d at 475-76. The tenant in this case had built the stand alone clinic.) 578 S.W.3d at 482-83. The Rohrmoos decision effected a seismic shift in Texas landlord-tenant law that this article briefly explores. This article focuses on Rohrmoos' — apparent — collapsing of the distinction between the implied warranty of suitability in a commercial lease and a material breach of lease and offers insight into what both transactional and litigation lawyers should consider in evaluating commercial leases post-Rohrmoos.
Prior to Rohrmoos the Texas Supreme Court first held in Kamarath v. Bennett, 568 S.W.2d 658, 660-61 (Tex. 1988), that a residential tenant may withhold rent if the landlord breaches the implied warranty of habitability. The court did not address recission as a remedy, and it noted there was no evidence that the tenant waived the implied warranty of habitability in the oral lease. Later, in Davidow v. Inwood N. Pro. Grp., 747 S.W.2d 373, 376-77 (Tex. 1988), the court extended Kamarath to commercial leases, finding an implied warranty of suitability exists in commercial leases except where the parties "expressly agree that the tenant will repair certain defects[] …." The court also noted the longstanding rule in Texas that "landlord's covenant to repair the premises and the tenant's covenant to pay rent are independent covenants." Id. at 375.
Accordingly, while Davidow recognized an implied warranty of suitability in commercial leases, it did not undo the independent covenant doctrine. If the court had intended to do so, it would not have held the implied warranty could be expressly waived, since a material breach by the landlord would always justify recission without the independent covenant doctrine, whether or not the implied warranty was breached.
This premium content is locked for Entertainment Law & Finance subscribers only
ENJOY UNLIMITED ACCESS TO THE SINGLE SOURCE OF OBJECTIVE LEGAL ANALYSIS, PRACTICAL INSIGHTS, AND NEWS IN ENTERTAINMENT LAW.
- Stay current on the latest information, rulings, regulations, and trends
- Includes practical, must-have information on copyrights, royalties, AI, and more
- Tap into expert guidance from top entertainment lawyers and experts
Already a have an account? Sign In Now Log In Now
For enterprise-wide or corporate acess, please contact Customer Service at [email protected] or 877-256-2473
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Legal Possession: What Does It Mean?
Possession of real property is a matter of physical fact. Having the right or legal entitlement to possession is not "possession," possession is "the fact of having or holding property in one's power." That power means having physical dominion and control over the property.
The Anti-Assignment Override Provisions
UCC Sections 9406(d) and 9408(a) are one of the most powerful, yet least understood, sections of the Uniform Commercial Code. On their face, they appear to override anti-assignment provisions in agreements that would limit the grant of a security interest. But do these sections really work?