Agreements that interlock
Around a single commercial property there may be a purchase agreement, the leases, tenant estoppel certificates confirming the lease terms, subordination and non-disturbance agreements between tenants and lenders, a management agreement, and recorded covenants or easements that restrict how the property can be used. These documents are drafted at different times by different people, and they do not always agree. A lease may give a tenant an exclusive use that a recorded covenant does not allow, or a right of first refusal that complicates a sale. A purchase agreement that ignores those layers can promise something the seller cannot deliver.
Where conflicts usually surface
Problems tend to appear during due diligence or just before closing. An estoppel certificate comes back with a disputed rent figure, a lender requires a tenant to sign a document the lease does not oblige it to sign, or a title report shows a use restriction the buyer's plan cannot live with. Keep every version of each document with its exhibits, because the exhibits often carry the operative terms. When you are the tenant or the landlord rather than the buyer, the same documents determine what you can be asked to sign during a sale or refinancing.
How we approach a review
We start with the business goal — buying, financing, leasing, or selling — and then read the documents that could block it, rather than reading every page with equal weight. We look for terms that conflict, consents that will be needed from third parties, and obligations that will survive closing. For a draft still being negotiated, we suggest language that fits the existing layers; for a signed deal, we look at which party bears the risk of a conflict that has appeared. Timing gets its own discussion, since lender and closing schedules often drive what can realistically be changed.
