Triple net lease - landlord wants me to pay $85K for roof replacement on 40-year-old building

I signed a 5-year NNN lease for a retail space in Columbus, Ohio. I'm 18 months into the lease. The building was built in 1985 and the roof is original.

Landlord just sent me a bill for $85,000 for a full roof replacement. Says under the NNN lease, I'm responsible for "all repairs and maintenance including structural."

This seems insane. The roof was 40 years old when I moved in - of course it needs replacing. How am I responsible for a capital improvement on a building I don't own?

Is this normal for NNN leases? Do I really have to pay this?

NNN leases can be brutal but this depends entirely on the exact language in your lease. The key distinction is usually:

• Repairs/Maintenance: Tenant pays
• Capital Improvements: Usually landlord pays (but not always)
• Structural replacement due to age: Should be landlord (but some leases make tenant pay)

You need to read Section 7 or whatever your maintenance clause is called. Look for language about "capital expenditures" vs. "repairs."

This is a classic dispute in NNN leases. The answer is: it depends on your lease language.

Most well-drafted NNN leases distinguish between:

1. Ordinary repairs/maintenance - tenant pays (fixing leaks, patching, etc.)
2. Capital improvements/replacements - landlord pays (replacing entire roof, HVAC system, structural elements)
3. Casualty/damage - usually covered by insurance

The fact that the roof is original to a 1985 building strongly suggests this is a capital replacement, not a repair. It's at the end of its useful life due to age, not because of anything you did.

However, some poorly drafted (or very landlord-favorable) NNN leases make tenants responsible for EVERYTHING including capital replacements. You need to look at:

• The exact definition of "repairs and maintenance"
• Any exclusions for capital expenditures
• Whether there's language about "structural replacements"

Send me (or your attorney) the relevant lease sections and I can give you better guidance.

Okay, I found the section. Here's the exact language:

"Tenant shall be responsible for all maintenance, repairs, and replacements to the Premises and Building, including but not limited to the roof, foundation, structural elements, HVAC, plumbing, electrical, and all other building systems, whether interior or exterior, ordinary or extraordinary, foreseen or unforeseen."

That sounds pretty comprehensive. Am I screwed?

Oof, that's a very broad clause. The words "repairs, and replacements" and "extraordinary" suggest they intended to include capital items.

However, you still have a few potential arguments:

1. Pre-existing condition: Did you have a chance to inspect the roof before signing? Was the condition disclosed? If the landlord knew the roof was near end-of-life and didn't disclose it, you might have a fraud/misrepresentation claim.
2. Useful life allocation: Even if you're responsible, you could argue you should only pay for the portion of the useful life you'll benefit from. If it's a new 30-year roof and you have 3.5 years left on your lease, you should only pay 3.5/30 = 12% of the cost (~$10K).
3. Reasonableness: $85K seems high. Get competing bids. Make sure they're not padding the invoice.

This is definitely attorney territory. You need someone to negotiate this down.

I'm a commercial property inspector. $85K for a roof replacement on a retail building depends on square footage, but that could be reasonable or could be inflated.

You should:

• Request detailed quotes from 2-3 other roofing contractors
• Get an independent roof inspection to confirm replacement is actually necessary vs. repair
• Check if there's storm damage - if so, the building insurance should cover it

Also, is the roof actually failing or is the landlord just being proactive? If it's still functional, you might be able to delay this.

Good questions. There have been a few leaks over the past 6 months - nothing major, but they've been getting more frequent. Last one was 2 weeks ago.

The building is about 8,500 square feet. Landlord got one quote from a roofing company they've used before.

I didn't have the roof inspected before signing (rookie mistake, I know). The landlord didn't say anything about the roof condition during negotiations.

The useful life argument is your best bet here. This is called "amortization" of capital costs.

In Ohio, courts have held that even in absolute NNN leases, tenants shouldn't bear the full cost of capital improvements that will primarily benefit the landlord (who owns the building) after the lease expires.

Your lease has 3.5 years remaining. A new commercial roof has a useful life of 20-30 years. You should only pay for the portion you'll actually use:

If 25-year roof: 3.5/25 = 14% → $11,900
If 20-year roof: 3.5/20 = 17.5% → $14,875

Make this your counter-offer. Most landlords will accept this because it's reasonable and defensible.

This is super helpful. I'm going to propose the amortization approach.

One more question: if the landlord refuses and demands full payment, what happens? Can they evict me? Can I withhold rent?

Do NOT withhold rent. That will give them grounds for eviction and put you in breach.

If they refuse your counter-offer, you have a few options:

• Negotiate a payment plan (spread the cost over remaining lease term)
• Offer to pay a reasonable amount and get a lease amendment clarifying capital improvements going forward
• If they threaten eviction, they'd need to prove you breached - you can argue the $85K demand is unreasonable
• Worst case, you might need to litigate or consider early lease termination

Hire a local commercial real estate attorney. This is worth spending $2-5K on legal fees to potentially save $70K+.

Update: Hired a real estate attorney. She sent a letter to the landlord proposing the amortized payment ($14,875 for 3.5 years of benefit based on 20-year useful life) plus we got our own roof quote that came in at $72K, not $85K.

Waiting to hear back. Feeling more confident now that I have professional help.

Smart move. I've seen dozens of these disputes and they almost always settle somewhere in the middle. Landlords don't want to lose good tenants over this, and litigation is expensive for both sides.

My guess is you'll settle around $15-25K. That's reasonable given your lease language and the circumstances.

FINAL UPDATE: Settled yesterday. Landlord agreed to:

• Use the $72K contractor (not the $85K one)
• I pay $18,000 total (25% of cost, representing my 3.5 year benefit)
• Payment plan: $500/month for 36 months
• Lease amendment clarifying that future capital replacements over $10K will be amortized based on useful life

Not thrilled to pay $18K but it's WAY better than $85K. Attorney fees were $3,200 total - worth every penny.

Lesson learned: ALWAYS have a commercial real estate attorney review NNN leases before signing. And negotiate a cap on capital expenditures.