When negotiating a lease, one of the most important issues to address and negotiate in full is the maintenance, repair and replacement obligation. Far too often, parties will address only two of those three terms in an offer to lease, and they wind up arguing during lease negotiations about the intention of the parties regarding the third, unaddressed term.

Even if the parties negotiate responsibility for each of maintenance, repair and replacement, it is often done at a very superficial level, without defining what these terms are to mean. Too often a lease uses terms like "structural" repairs and replacements, "capital" repairs, "capital replacements" and "building systems" without defining these terms, so responsibility remains unclear. Is there a difference at law between a repair and a replacement in commercial leasing?

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