Commercial leases are typically very one sided; pro landlord with the landlord dictating the terms and conditions of the lease.  Commercial leases often allow the tenant to renew the lease for an additional agreed upon term or terms, provided the tenant follows the notice of intent to renew process and deadlines in the commercial lease.

What happens if the tenant fails to follow the notice of intent to renew process and deadlines in the commercial lease?  In most cases, the tenant will be out of luck and lose the lease because the general rule is that an option to renew commercial lease clause is strictly construed and must be exercised in a timely manner.  Thus, this could result in eviction, or the landlord requiring the tenant to enter into a new commercial lease.  However, there might be another option under the right circumstances if, in my experience, the landlord is attempting to evict the tenant: the tenant may be entitled to an equitable grace period, which (if successful) will save the tenant from its failure to follow the notice of intent to renew process and deadlines and reinstate the commercial lease. 

There is a handful of cases on this in Washington State, and Washington State appears to be in the minority on the commercial lease equitable grace period/inequitable forfeiture doctrine. For my lawyer and law student readers, I list the lead cases below.

When presented with a commercial lease equitable grace period/inequitable forfeiture doctrine case,  our Courts look to the following factors: (1) whether the failure to give timely notice was purely inadvertent or was the result of intentional, culpable, or grossly negligent conduct; (2) whether an inequitable forfeiture would result if equity does not intervene; (3) whether the tenant's failure to give timely notice resulted in the landlord changing its position in any way, and whether the landlord  was prejudiced thereby; (4) whether the lease was for a long term, not a short term; and (5) whether there was undue delay in the tenant giving notice.

Commercial lease equitable grace period/inequitable forfeiture cases are factually dense and  highly factually dependent. And, like all lawsuits, there will be a tremendous amount of uncertainty to manage.  If you are a landlord considering eviction because your commercial tenant failed to exercise its option to renew the lease on time, or a tenant facing and eviction because you missed the deadlines, I would be happy to talk to you.  

Washington State Commercial Lease Equitable Grace Period/Inequitable Forfeiture Cases:
Wharf Rest., Inc. v. Protective Order of Seattle, 24 Wn. App. 601, 605 P.2d 334 (1979)
Heckman Motors v. Gunn, 73 Wn.App. 84, 867 P.2d 683 (1994)
Recreational Equip., Inc. v. World Wrapps NW., Inc., 165 Wn. App. 553 (2011) 

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How we let this happen is another story, but we all "do business" with the major consumer credit reporting  companies, Equifax, Experian and TransUnion.  In this crazy world of identity theft and hacking of companies that hold our confidential consumer financial information, a good and free step to protect against identify theft is to freeze your credit report with all of the major consumer credit scoring companies.   I recommend that everyone do this today. 

The links are below: 

• Freeze Equifax
• Freeze Experian
• Freeze TransUnion

This will help prevent identity thieves stealing from you by borrowing money under your financial credentials.  

​Do this now. 

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Judge Weinstein of the District Court for the Eastern District of New York has described the four general types of online contracts. These are: (1) Browsewrap; (2) Clickwrap; (3) Scrollwrap; and (4) Sign-in-wrap agreements. Berkson v. Gogo LLC, 97 F. Supp. 3d 359, 394-402 (E.D.N.Y. 2015). Briefly summarized:

Browsewrap agreements  "can take various forms but basically the website will contain a notice that—by merely using the services of, obtaining information from, or initiating applications within the website—the user is agreeing to and is bound by the site's terms of service." United States v. Drew, 259 F.R.D. 449, 462 n.22 (C.D. Cal. 2009). Because of the passive nature of acceptance in browsewrap agreements, courts closely examine the factual circumstances surrounding a consumer's use. "Despite their ubiquity, browsewrap agreements are still relatively new to courts." Be In, Inc. v. Google Inc., No. 12-CV-03373, 2013 U.S. Dist. LEXIS 147047, 2013 WL 5568706, at *7 (N.D. Cal. Oct. 9, 2013). For an internet browsewrap contract to be binding, consumers must have reasonable notice of a company's "terms of use" and exhibit "unambiguous assent" to those terms. Specht, 306 F.3d at 35; see also Be In, 2013 WL 5568706, at *6-8 (collecting cases).

Clickwrap agreements "necessitate an active role by the user of a website. Courts, in general, find them enforceable. Drew, 259 F.R.D. at 462 n.22. "Clickwrap agreements require a user to affirmatively click a box on the website acknowledging awareness of and agreement to the terms of  service before he or she is allowed to proceed with further utilization of the website." Id.  By requiring a physical manifestation of assent, a user is said to be put on inquiry notice of the terms assented to."

Scrollwrap agreements requires users to physically scroll through an internet agreement and click on a separate "I agree" button in order to assent to the terms and conditions of the host website.

Sign-in-wrap agreements couples assent to the terms of a website with signing up for use of the site's services.   

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The following list are some of the rules courts apply when construing statutes in legal disputes, with citations for my law student and legal professional readers. 
   

1. The court's first priority in statutory interpretation is to "ascertain and carry out the Legislature's intent." Dep't of Ecology v. Campbell & Gwinn, LLC, 146 Wn.2d 1, 9-10, 43 P.3d 4 (2002).
   
   
2. To determine the legislature's intent, courts first look to the statute's plain language, which it may discern from what the legislature has said in the statute and related statutes which disclose legislative intent about the provision in question. Skagit County Pub. Hosp. Dist. No. 1. v. Dep't of Revenue, 158 Wn. App. 426, 437, 242 P.3d 909 (2010).
   
   
3. To interpret a statute's plain language, the courts examine the text of the statute, "as well as 'the context of the statute in which that provision is found, related provisions, and the statutory scheme as a whole.'" State v. Larson, 184 Wn.2d 843, 848, 365 P.3d 740 (2015). 
   
   
4. If the plain language is subject to only one interpretation, the court's inquiry ends because plain language does not require construction.” Skagit County, 158 Wn. App. at 437. 
   
   
5. If there is not a statutory definition, court's give the words in the statute their common and ordinary meaning.  To determine the plain meaning of an undefined term, we may look to the dictionary.” Skagit County, 158 Wn. App. at 437.
   
   
6. When a statute is susceptible of more than one reasonable interpretation, court's defer to the agency's interpretation of the statute if that interpretation does not conflict with the statutory language and is within the agency's expertise.” New W. Fisheries, Inc. v. Dep't of Revenue, 106 Wn. App. 370, 377, 22 P.3d 1274 (2001). 
   
   
7. Courts cannot interpret a statute in a manner that leads to an absurd result. Estate of Bunch v. McGraw Residential Ctr., 174 Wn.2d 425, 433, 275 P.3d 1119 (2012).

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mMost business owners and executives are at a real disadvantage when it comes to selecting a law firm. They know many of the large law firm players and have reason to trust the skills and reputations of these big firm lawyers.  However, they also know that part and parcel with the big law firm lawyer, is high prices to support the big law firm overhead. 

How do you know if you might be over-paying for legal services?  

1. The lawyer has a better view from his or her lobby than the view from your lobby. 
2. The law firm is located in the high rent downtown business core of a major U.S. city.
3. There are more employees at the law firm than employees in your company.
4. The lawyer has more support staff than you do.
5. The law firm's art collection looks expensive.
6. Senior lawyers at the law firm can take a paid sabbatical. 
7. The law firm has more offices/locations than your company.

I could add to this list, but you get the point.  

Part of what you pay for when you hire a lawyer, is the lawyer's law firm overhead, and to be honest, most lawyers do not need that much overhead to deliver high quality legal work.    

Most businesses would be better served by working with experienced attorneys who work at smaller, lower overhead, law firms form some if not all of their legal work.  

Yes, like mine. 

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(1) This section may be cited as the “Sunshine in Litigation Act.”

(2) As used in this section, “public hazard” means an instrumentality, including but not limited to any device, instrument, person, procedure, product, or a condition of a device, instrument, person, procedure or product, that has caused and is likely to cause injury.

(3) Except pursuant to this section, no court shall enter an order or judgment which has the purpose or effect of concealing a public hazard or any information concerning a public hazard, nor shall the court enter an order or judgment which has the purpose or effect of concealing any information which may be useful to members of the public in protecting themselves from injury which may result from the public hazard.

(4) Any portion of an agreement or contract which has the purpose or effect of concealing a public hazard, any information concerning a public hazard, or any information which may be useful to members of the public in protecting themselves from injury which may result from the public hazard, is void, contrary to public policy, and may not be enforced.

(5) Trade secrets as defined in s. 688.002 which are not pertinent to public hazards shall be protected pursuant to chapter 688.

(6) Any substantially affected person, including but not limited to representatives of news media, has standing to contest an order, judgment, agreement, or contract that violates this section. A person may contest an order, judgment, agreement, or contract that violates this section by motion in the court that entered the order or judgment, or by bringing a declaratory judgment action pursuant to chapter 86.

(7) Upon motion and good cause shown by a party attempting to prevent disclosure of information or materials which have not previously been disclosed, including but not limited to alleged trade secrets, the court shall examine the disputed information or materials in camera. If the court finds that the information or materials or portions thereof consist of information concerning a public hazard or information which may be useful to members of the public in protecting themselves from injury which may result from a public hazard, the court shall allow disclosure of the information or materials. If allowing disclosure, the court shall allow disclosure of only that portion of the information or materials necessary or useful to the public regarding the public hazard.

(8)(a) Any portion of an agreement or contract which has the purpose or effect of concealing information relating to the settlement or resolution of any claim or action against the state, its agencies, or subdivisions or against any municipality or constitutionally created body or commission is void, contrary to public policy, and may not be enforced. Any person has standing to contest an order, judgment, agreement, or contract that violates this section. A person may contest an order, judgment, agreement, or contract that violates this subsection by motion in the court that entered such order or judgment, or by bringing a declaratory judgment action pursuant to chapter 86.

(b) Any person having custody of any document, record, contract, or agreement relating to any settlement as set forth in this section shall maintain said public records in compliance with chapter 119.

(c) Failure of any custodian to disclose and provide any document, record, contract, or agreement as set forth in this section shall be subject to the sanctions as set forth in chapter 119.

This subsection does not apply to trade secrets protected pursuant to chapter 688, proprietary confidential business information, or other information that is confidential under state or federal law.
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(9) A governmental entity, except a municipality or county, that settles a claim in tort which requires the expenditure of public funds in excess of $5,000, shall provide notice, in accordance with the provisions of chapter 50, of such settlement, in the county in which the claim arose, within 60 days of entering into such settlement; provided that no notice