Consider this hypothetical: you own a small commercial building in King County. You have a reliable tenant, a five-year lease, and a maintenance clause that says the tenant is responsible for routine maintenance and repairs.
The HVAC system fails. It’s a $12,000 replacement. You say that’s the tenant’s responsibility. The tenant says a full system replacement isn’t a “routine repair.” You both read the same lease. You both think you’re right.
The court agrees with the tenant.
Why this may happen
Washington courts have the ability to apply a principle called contra proferentem. Translation: when a lease provision can reasonably be read more than one way, the court may interpret the ambiguity against the party who drafted it. In most commercial leases, that’s the landlord.
While this principle exists in Washington law, courts generally treat it as a secondary rule of interpretation and its use is limited, especially in commercial contracts where both parties are presumed to be sophisticated. If the lease language remains ambiguous after the court considers the contract as a whole and the surrounding circumstances, ambiguity may be construed against the party who drafted the provision. Most landlords don’t draft their leases with this in mind. They assume the lease protects them because they wrote it. In practice, it can work the opposite way.
Many landlords assume “repairs” automatically includes major replacements, but unless the lease clearly allocates responsibility for capital replacements, HVAC failure is a common example of a dispute that can turn into expensive litigation.
Where landlords typically lose ground
The provisions that create the most exposure for landlords are the ones that sound clear on a quick read but fall apart under scrutiny. A few common examples:
Maintenance and repair obligations. A lease that says the tenant handles “all maintenance” may seem comprehensive. But does “maintenance” include capital replacements? Does it include structural repairs? If the lease doesn’t define those terms, the tenant has a reasonable argument that it doesn’t.
Common area maintenance (CAM) charges. If the lease says the tenant pays a “proportionate share” of CAM costs but doesn’t specify what counts as a CAM expense, the landlord can end up absorbing costs the lease was supposed to pass through. Landscaping, snow removal, parking lot resurfacing, management fees. If it’s not explicitly listed, it’s arguably not included.
Assignment and subletting restrictions. A clause that says the tenant “may not assign the lease without the landlord’s consent” sounds restrictive. But if the lease doesn’t address what happens when the tenant’s business entity changes ownership, a membership interest transfer can effectively transfer the lease without triggering the restriction at all.
Default and cure provisions. If the lease says a tenant is in default when rent is “past due” but doesn’t define when rent becomes past due, the landlord may have a harder time enforcing the default than expected. And if the cure period language is vague, a tenant may argue they were never given a proper opportunity to fix the issue. If the default eventually leads to an eviction action, these ambiguities compound.
The pattern is the same in each case: the landlord assumed the lease was clear, the tenant’s attorney found a reasonable alternative reading, and the ambiguity can create leverage for the tenant, delay enforcement, or shift risk back onto the landlord.
Why templates are part of the problem
Most landlords use the same lease template for years. Some purchased it from a forms provider. Some inherited it from a prior owner. Some had it drafted once and never updated it.
The problem with templates is that they’re written for general use. They may not reflect the specific property, the specific use, or the specific risks of the tenancy. A retail lease and a medical office lease have different issues. A single-tenant building and a multi-tenant building have different cost-sharing structures. A template doesn’t account for those differences. And when the language doesn’t fit the situation, gaps appear that create expensive disputes.
While there are commonly used commercial lease forms, no single “standard” commercial lease works for every property or tenancy. Every lease and every tenancy is different, and the lease language needs to reflect that.
What landlords should do instead
The fix often isn’t complicated, but it does require intentional drafting. A few areas where clarity matters most:
Define your terms. If the lease refers to “maintenance,” “repairs,” “capital improvements,” or “operating expenses,” each of those should have a specific definition in the lease. Vague categories invite disputes.
Be explicit about cost allocation. If the tenant is responsible for certain costs, list them. If there are exclusions, list those too. A defined CAM provision with an itemized list of included expenses is harder to challenge than a general reference to “proportionate share.”
Address entity-level changes. If you want to restrict changes in the tenant’s ownership structure, say so. A standard anti-assignment clause may not cover a membership interest sale or a corporate merger unless the lease specifically addresses it. If your tenants are LLCs, understanding how operating agreements affect ownership transfers is just as important as getting the lease language right.
Spell out default triggers and cure timelines. When is rent late? How many days does the tenant have to cure? What constitutes proper notice? These details matter, and when they’re missing or unclear, landlords may lose leverage at the exact moment they need it most.
Review your lease before the next tenancy, not during a dispute. It’s significantly cheaper to fix lease language before a problem arises than to litigate what it means afterward.
The cost of ambiguity is not evenly distributed
When lease language is unclear, the landlord often carries the greater risk. The tenant didn’t draft the lease, the tenant didn’t choose the language, and if a dispute goes to court, ambiguity can become leverage for the tenant, especially if the lease was landlord-drafted and the language remains unclear after applying standard contract interpretation principles.
That’s not an unfair rule. It’s an incentive for landlords to be precise,but it only works in the landlord’s favor if the lease actually is precise.
Most of the lease disputes we handle for commercial landlords trace back to provisions that could have been drafted more clearly. Not bad leases. Not missing leases. Leases that were close but left room for a second reading.
One second reading is all it takes.
K&S Canon assists commercial landlords throughout Seattle, King County, and the greater Washington area with lease drafting, lease review, and lease enforcement. If your lease template hasn’t been reviewed recently, it may be creating exposure you don’t know about.
Contact K&S Canon today. Call us at (206) 507-4009 or visit kscanon.com.
Disclaimer: This article provides general information about commercial lease drafting and interpretation in Washington and should not be considered legal advice. Every lease and every situation is different. Contact an attorney for guidance specific to your circumstances.