"Actually, quite a lot. I’ve wanted to tell you we’re doing a second place.” “In fact,” he went on, “I’ve nailed down a great location, right on the Boulevard, just above the Circle.” He gave me a few details, I asked him a few questions, and we agreed to meet the next afternoon. Here is some of what he told me before he rushed back to the kitchen:

It is a great space—high ceilings and huge columns with arches at the top.

The landlord has eaten here a number of times and digs my food.

He was ready to sign with someone else, but he likes us better.

He uses a standard lease form, not much to discuss.

I told him to send the lease directly to my lawyer.

I told my lawyer, unless something’s really a huge problem, leave it alone.

As you read this, how many alarm bells sound in your mind? To me, this is a 6-alarm fire. Point by point, here is why:

1. It is a great space, high ceilings and huge columns with arches at the top.
Great aesthetic features to a site are cool indeed, but when I hear about these first, I suspect that the artist in you is upstaging the businessman. You must leave those rose-colored glasses at home. Find a great business deal for a workable space, then get with your architect and design your own damn columns and arches.

2. The landlord has eaten here a number of times and digs my food.
It feels like love. A marriage is imminent. But if there were ever a situation that calls for a pre-nup, this is it. First of all, the landlord may sell the building or appoint someone else to manage it. You will wake up and find yourself married to his ugly cousin. What will count is not your personal relationship with him; it will be the lease and only the lease. Hey, lots of people love your food, that doesn’t mean they have the site or terms you need. Understand, too, that he is a professional negotiator. He is already negotiating when he answers the phone. If he is doing his job, everything he says to you is calculated to advance the deal he wants. (And everything you say is usable information.)

3. He was ready to sign with someone else, but he likes us better.
Again, he’s negotiating. This is a pleasant, flattering form of pressure to drive a rapid deal.

4. He uses a standard lease form, not much to discuss.
Oh, really? Put yourself in his shoes and imagine saying “This is my very own, absurdly self-interested, one-sided lease form, so be careful and go through it point by point.” Commercial leases virtually always address about two-dozen essential issues (Premises, Use, Term, etc.). In this sense, there is a standard form that commercial leases take. However, unlike your apartment lease, where consumer law dictates standardized resolution of the basic issues, a commercial lease is a contract between two businesses, and how each of those two-dozen issues gets resolved is entirely open to negotiation. You must examine, and if need be, alter the terms to meet your needs. For each of the so-called standard issues, the lease spells out the rights and obligations of both landlord and tenant. In general, the landlord will want his rights well-defined and his obligations vague, while your obligations are minutely-specified but your rights couched in generalities.

In addition, if your rights are violated or if he fails to fulfill his obligations, what then? The lease may be vague or silent on the “remedies.” Meanwhile, if you violate his rights or fail to fulfill your obligations, the remedies may be specific and severe. These things must be examined and negotiated. A good lease provides the rights and remedies your business requires and obligations it can tolerate. It may be his standard lease form, but you cannot permit that to mean you won’t negotiate the business terms as needed.

5. I told him to send the lease directly to my lawyer.
You need a real estate attorney. But Aldo, who makes no distinction between the business deal and the legal terminology needed to write it up, has made the very common mistake of skipping over the business negotiation.

By the rules of ethics of the legal profession, your lawyer cannot negotiate with your landlord, only with your landlord’s lawyer. Both sides typically bill by the hour, and must rely on instructions from the business parties. This is expensive and inefficient. You or your business agent (you can retain a professional lease negotiator to level the playing field.) should work out thebusiness deal with the landlord. Then ask the lawyers to write up the deal you have struck and review the many purely legal issues that leases inevitably contain.

Many lawyers provide excellent counsel about both the business and legal issues addressed in the lease. However, even a real estate specialist attorney can practice for years helping clients buy, sell and develop property without ever negotiating commercial leases or learning about the lease requirements of a restaurant business. Respectfully ask your attorney how many commercial leases he has negotiated. If the answer is less than fifty, consider retaining a more suitable specialist for the assignment.

6. I told my lawyer, “Unless something’s really a huge problem, leave it alone.”
Though most actions contemplated in a commercial lease are not likely to come to pass, you ignore them at your peril. Identifying and negotiating every concept presented by the landlord, as well as introducing others that address issues of concern to you, is akin to having an insurance policy. You are making a big investment in someone else’s property and developing your business in the community. You must protect that investment. Sorry, but you can’t both protect yourself and “keep it simple.”

Often the instruction “Leave it alone” or “Keep it simple” is really an instruction “Don’t wreck the deal, I want this to happen.” A professional lease negotiator knows how to close deals. First of all, a pro does not seek overwhelming advantage; he seeks reasonable balance points, issue by issue. Second, rational, respectful negotiation does not kill deals. Failure to anticipate problems—and failure to make fair agreements about how they are to be resolved—can kill your business.

Here’s my recommendation: Retain an experienced professional commercial lease negotiator and structure your arrangement with him that, beyond a modest retainer, he only gets paid if the deal closes. Then let him do his tedious, methodical, point-by-point job of protecting your interest. The prospective landlord will grow to respect you and your team… and your deal will happen.