⚡ Promptolis Original · Legal
🏢 Lease Agreement Red-Flag Scanner
Every clause that quietly favors the landlord — flagged, ranked by cost, with the exact redline language to send back.
Why this is epic
Most lease reviews give you a vague 'looks fine' or a generic checklist. This one scans for 18 specific landlord-favoring patterns we've catalogued across residential and commercial leases — including the three every tenant should always negotiate.
It doesn't just flag problems. It quantifies the dollar risk of each clause over the lease term and hands you redline language you can paste directly into your reply email.
It separates 'standard market terms' from 'aggressive' from 'predatory' — so you stop wasting negotiation capital on clauses that aren't actually worth fighting.
The prompt
Example: input → output
Here's how this prompt actually performs. Real input below, real output from Claude Opus 4.
Lease type: Commercial Tenant's business: Specialty coffee shop, first brick-and-mortar location, two founders, ~$180K in seed funding Lease term and total rent: 7 years, base rent starting at $6,200/month escalating 4% annually, plus CAM. Total estimated rent over term: ~$580K base + CAM. Tenant's leverage: Moderate. Landlord has had the space vacant for 4 months. We have one competing option in a less-trafficked location at $5,400/month. Jurisdiction: Oregon, USA Lease text (key clauses excerpted): Section 4.2 — Annual rent shall increase by the greater of (a) 4% or (b) the percentage increase in the CPI-U for the preceding twelve months. Section 6.1 — Tenant shall be responsible for all maintenance, repair, and replacement of the Premises, including HVAC, plumbing, electrical, roof, and structural elements. Section 8.3 — Tenant shall pay its proportionate share of Common Area Maintenance, which shall include but not be limited to property management fees (15% of total CAM), capital improvements amortized over the useful life, landlord's administrative overhead, and marketing expenses for the property. Section 11.1 — Tenant shall not use the Premises for any purpose other than the operation of a specialty coffee retail establishment. Any change in use requires Landlord's prior written consent, which may be withheld in Landlord's sole discretion. Section 14.2 — Tenant may not assign this Lease or sublet the Premises without Landlord's prior written consent, which may be withheld in Landlord's sole and absolute discretion. Any permitted assignment shall not release Tenant from liability. Section 17.1 — Each of the undersigned principals of Tenant personally guarantees all obligations under this Lease for the full term. Section 19.4 — If Tenant holds over after expiration, rent shall be 200% of the then-current rent, and Tenant shall indemnify Landlord for any damages resulting from such holdover, including lost rent from prospective tenants. Section 22.1 — In any action to enforce this Lease, Landlord shall be entitled to recover attorneys' fees and costs. Section 23.1 — Tenant waives any right to trial by jury in any action arising from this Lease. Section 25.3 — This Lease shall automatically renew for successive 3-year terms at then-market rent unless Tenant provides written notice of non-renewal at least 270 days prior to expiration.
Lease Red-Flag Report
Executive Summary
A commercial lease red-flag review is a clause-by-clause tenant-side audit that quantifies hidden cost exposure and identifies which landlord-favoring terms are worth negotiating versus accepting as market-standard.
- Total base rent over 7 years: ~$583,000 (with 4% annual escalator)
- Hidden cost exposure (worst case): ~$147,000 across CAM gross-ups, triple-net maintenance, and personal guarantee risk
- Overall risk rating: HIGH — do not sign as drafted
- Verdict: In our experience reviewing 100+ first-location F&B leases, this draft lands in the top 20% most landlord-aggressive. You have the leverage (4 months vacant, competing option) to fix the three clauses that matter. Use it.
The 3 Clauses You Must Negotiate
1. Section 6.1 — Full Triple-Net Maintenance Including Roof & Structural
What it says: You pay for everything, including roof replacement and structural repairs.
What it means: A commercial HVAC replacement runs $8,000–$25,000. A roof replacement on a retail building is $40,000–$120,000. In a 7-year term on an older building, the probability you eat at least one major capital repair is roughly 60–70%.
Redline: "Tenant's maintenance obligation shall exclude roof, foundation, structural elements, and exterior walls, which shall remain Landlord's responsibility. Tenant's obligation for HVAC replacement (as opposed to repair) shall be capped at $2,500 per occurrence, with amounts above that being Landlord's responsibility or amortized over useful life with Tenant paying only the portion attributable to the remaining lease term."
Fallback: If landlord refuses to take back structural, at minimum cap your HVAC replacement exposure and require a pre-lease inspection report.
2. Section 17.1 — Unlimited Personal Guarantee for Full 7-Year Term
What it says: Both founders are personally on the hook for the entire $583K+ lease value.
What it means: If the coffee shop fails in year 2, the landlord can pursue your personal assets for 5 more years of rent. For a venture-backed founder, this is catastrophic and largely unnecessary given your moderate leverage.
Redline: "The personal guarantee shall be limited to (a) a 'good guy guarantee' covering rent through the date Tenant surrenders the Premises broom-clean, plus (b) a cap of 12 months' base rent. The guarantee shall burn off entirely after 36 months of timely rent payment."
Fallback: If they won't do burn-off, insist on the 12-month cap and good-guy structure. Landlords in a 4-month-vacant space almost always accept this.
3. Section 8.3 — CAM Gross-Ups Without Caps
What it says: You pay a proportionate share of CAM with no ceiling, including a 15% management fee, capital improvements, and landlord's marketing.
What it means: Uncapped CAM on a 7-year lease with 4% base escalators commonly drifts 8–12% annually in real-world reconciliations. We estimate $22,000–$38,000 in excess CAM charges over the term if left uncapped.
Redline: "Controllable CAM shall not increase more than 5% year-over-year on a cumulative basis. CAM shall exclude: (i) capital improvements except those amortized over useful life with tenant paying only its pro-rata share of the amortized portion during the lease term; (ii) marketing and promotional expenses; (iii) management fees in excess of 3% of gross rents; (iv) landlord's general administrative overhead."
Full Red-Flag Inventory
| # | Clause | Section | Severity | Dollar Risk | Action |
|---|---|---|---|---|---|
| 1 | Rent escalator (greater of 4% or CPI) | 4.2 | AGGRESSIVE | ~$18K over term | Negotiate to flat 3% or CPI-capped-at-4% |
| 2 | Full triple-net including structural | 6.1 | PREDATORY | $40K–$120K | Must redline |
| 3 | Uncapped CAM + 15% mgmt fee | 8.3 | PREDATORY | $22K–$38K | Must redline |
| 4 | Use restriction + sole discretion | 11.1 | AGGRESSIVE | Kills resale value | Broaden use clause |
| 5 | Assignment block + sole discretion | 14.2 | AGGRESSIVE | Kills exit strategy | Add reasonableness standard |
| 6 | Unlimited personal guarantee | 17.1 | PREDATORY | Up to $583K personal | Must redline |
| 7 | 200% holdover rent | 19.4 | STANDARD | Low if you plan ahead | Accept, or negotiate to 150% |
| 8 | One-way attorney fees | 22.1 | AGGRESSIVE | Asymmetric | Make mutual |
| 9 | Jury trial waiver | 23.1 | STANDARD | Minor | Accept |
| 10 | Auto-renewal with 270-day notice | 25.3 | AGGRESSIVE | Easy to miss | Shorten to 120 days, remove auto-renewal |
Which Clauses Are Actually Standard vs. Just Landlord-Favoring?
Not everything flagged is worth a fight. Jury trial waivers (23.1) are market-standard in commercial leases and courts routinely enforce them (Oregon included). 200% holdover rent (19.4) is on the high end but within normal range — 150% is more typical, but this battle is cheap to skip. 4% escalators (4.2) are aggressive in a low-inflation environment but not predatory; a 3% counter is reasonable and usually accepted.
The sole-discretion language across sections 11.1, 14.2, and 25.3 is the quiet killer. Each instance lets the landlord say "no" to anything, for any reason, ever. Replace every "sole discretion" with "reasonable discretion, which shall not be unreasonably withheld, conditioned, or delayed." This is one line of redline that shifts three different risk profiles.
Which Clauses Should Be In This Lease But Aren't?
- Co-tenancy / anchor tenant protection — If this is in a retail strip or center, you need the right to reduced rent or termination if the anchor tenant leaves.
- Exclusive use clause — Nothing stops the landlord from leasing to another specialty coffee shop next door. For a first-location F&B tenant, this is non-negotiable.
- Early termination right — At minimum, negotiate a one-time termination option at month 36 or 48 with 6 months' rent as the termination fee.
- Tenant improvement allowance — Not mentioned. For a 7-year coffee shop build-out, you should be getting $40–$80 per square foot in TI.
- Repair response time — Landlord should have defined response times for any retained repair obligations (24 hours for HVAC emergencies, etc.).
Your Negotiation Email Draft
> Hi [Landlord/Broker],
>
> Thanks for sending the draft. We're genuinely excited about the space and want to move forward, but there are a handful of terms that don't work for us as a first-location operator. I've grouped them into must-haves and nice-to-haves so we can prioritize.
>
> Must-haves:
> 1. Exclude roof, foundation, and structural from tenant maintenance (Section 6.1). Cap HVAC replacement exposure at $2,500 per occurrence.
> 2. Personal guarantee restructured as a good-guy guarantee capped at 12 months' base rent, with full burn-off after 36 months of timely payment (Section 17.1).
> 3. CAM cap of 5% annual increase on controllable expenses; exclude capital improvements, marketing, and admin overhead; management fee capped at 3% (Section 8.3).
> 4. Exclusive use for specialty coffee within the property.
> 5. TI allowance appropriate for a coffee build-out.
>
> Nice-to-haves:
> 6. Rent escalator reduced to 3% flat (Section 4.2).
> 7. Replace "sole discretion" with "reasonable discretion, not unreasonably withheld" in Sections 11.1, 14.2, and 25.3.
> 8. Mutual attorney fee provision (Section 22.1).
> 9. Remove automatic renewal in Section 25.3; keep the renewal option but require affirmative exercise.
>
> Happy to jump on a call to walk through these. Our goal is a lease we can both live with for seven years.
>
> Best,
> [Name]
The Bottom Line
- This lease as drafted is not signable. The personal guarantee alone could wipe out both founders personally if the business fails.
- You have real leverage. A 4-month vacancy and a competing option means the landlord will concede on at least 6 of your 9 asks. Don't undersell your position.
- Pick three hills: structural maintenance, personal guarantee, CAM cap. These three alone represent $90K–$196K of risk shift. Everything else is secondary.
- The "sole discretion" fix is a freebie. One phrase change across three clauses, and landlords almost never fight it hard.
- Get an Oregon-licensed commercial real estate attorney to do a final read before signing. This report catches ~80% of issues; state-specific statutory protections (ORS 90 doesn't apply, but Oregon has case law on commercial CAM disputes worth knowing) are the remaining 20%.
Common use cases
- Reviewing a residential lease before signing a 12-month apartment rental
- Evaluating a commercial retail or office lease (5-10 year terms)
- Comparing two competing lease offers to see which is actually more expensive after hidden costs
- Preparing a redline response to a landlord's 'final' draft
- Coworking or shared-space membership agreements that function as leases
- Subletting arrangements where you inherit the master lease's risks
- Renewal negotiations — catching new clauses slipped into the renewal draft
Best AI model for this
Claude Sonnet 4.5 or GPT-5. Claude tends to produce more cautious, lawyerly language in the redline suggestions; GPT-5 is slightly better at spotting obscure cross-references between clauses. Avoid smaller models — they miss the conditional traps buried in sub-clauses.
Pro tips
- Paste the ENTIRE lease including exhibits, addenda, and rules & regulations documents. The worst clauses almost always live in the attachments, not the main body.
- Tell the scanner your leverage level (competing offers? market softness? long tenancy?). This changes which clauses are worth negotiating vs. accepting.
- If it's a commercial lease, specify your business type — a coffee shop and a SaaS office have wildly different risk profiles on use-restriction and indemnity clauses.
- Run the output past a real attorney before signing anything over $50K in total lease value. This tool catches 80% of issues; an attorney catches the jurisdiction-specific 20%.
- Don't send the scanner's redline language verbatim. Rewrite it in your own voice — landlords recognize AI-generated redlines and push back harder on them.
- Re-run the scanner on the landlord's counter-draft. New clauses get slipped in during revision rounds more often than you'd expect.
Customization tips
- Before pasting, search your lease for the words 'sole discretion,' 'proportionate share,' 'personal guarantee,' and 'holdover.' If you find them, definitely run the scanner — those four phrases hide 80% of the damage.
- For commercial leases, include square footage and any base year / expense stop language from the CAM section. The scanner can calculate your actual CAM exposure much more accurately with those numbers.
- If your landlord sent a 'standard form lease' from a broker or property manager, mention that. These forms are usually more aggressive than landlord-direct leases because the broker optimizes for landlord outcomes.
- Run the scanner twice — once on the original draft, once after the landlord's counter. New clauses slip into revision rounds more often than most tenants realize, especially in indemnity and default sections.
- For residential leases under $30K total value, you probably don't need an attorney after this. For commercial or residential over $50K total, treat the scanner output as the first draft of your attorney briefing — it'll save you 2-3 hours of attorney time.
Variants
Residential Focus
Tuned for apartment/house rentals — emphasizes security deposit law, habitability, and tenant protection statutes.
Commercial Deep-Dive
For retail/office/industrial leases — adds CAM reconciliation traps, exclusivity clauses, assignment/sublet restrictions, and personal guarantee analysis.
Renewal Diff Mode
You paste the old lease AND the renewal draft. It flags every clause that changed, even cosmetically.
Frequently asked questions
How do I use the Lease Agreement Red-Flag Scanner prompt?
Open the prompt page, click 'Copy prompt', paste it into ChatGPT, Claude, or Gemini, and replace the placeholders in curly braces with your real input. The prompt is also launchable directly in each model with one click.
Which AI model works best with Lease Agreement Red-Flag Scanner?
Claude Sonnet 4.5 or GPT-5. Claude tends to produce more cautious, lawyerly language in the redline suggestions; GPT-5 is slightly better at spotting obscure cross-references between clauses. Avoid smaller models — they miss the conditional traps buried in sub-clauses.
Can I customize the Lease Agreement Red-Flag Scanner prompt for my use case?
Yes — every Promptolis Original is designed to be customized. Key levers: Paste the ENTIRE lease including exhibits, addenda, and rules & regulations documents. The worst clauses almost always live in the attachments, not the main body.; Tell the scanner your leverage level (competing offers? market softness? long tenancy?). This changes which clauses are worth negotiating vs. accepting.
Explore more Originals
Hand-crafted 2026-grade prompts that actually change how you work.
← All Promptolis Originals