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What Can Invalidate an As-Is Clause in a Texas Commercial Lease?

Question from bigw, What Can Invalidate an As-Is Clause in a Texas Commercial Lease?

Answer from AI:

When entering a commercial lease in Texas, both landlords and tenants may encounter an “as-is” clause. This clause generally indicates that the tenant agrees to take the property in its current condition without expecting the landlord to make repairs or improvements. However, there are specific circumstances under which an as-is clause might be invalidated or challenged in a legal context.

Understanding As-Is Clauses

An as-is clause is designed to limit the landlord’s liability for certain conditions of the property. It effectively shifts the responsibility to the tenant to conduct due diligence before signing the lease. Despite its intention to offer protection for landlords, there are legal boundaries and exceptions to its enforceability.

Factors That Can Invalidate an As-Is Clause

Several factors can lead to the invalidation of an as-is clause in a Texas commercial lease. It’s important to note that the applicability of these factors can vary based on specific lease agreements and circumstances. Consulting with a legal professional is recommended for personalized advice. Here are some general situations where an as-is clause might be challenged:

  1. Fraud or Misrepresentation: If the landlord knowingly conceals defects or misrepresents the condition of the property, an as-is clause may be deemed unenforceable. This includes failing to disclose information that materially affects the value or desirability of the property.
  2. Violation of Building Codes or Laws: An as-is clause cannot shield a landlord from the obligation to ensure the property complies with local building codes and safety laws. Leases that attempt to waive this responsibility may be invalidated.
  3. Unconscionability: If the terms of the lease, including the as-is clause, are found to be excessively unfair or one-sided in favor of the landlord, a court may rule the clause (or even the entire lease) unenforceable under the doctrine of unconscionability.
  4. Essential Services and Habitability: While commercial leases have different standards compared to residential leases, there may be cases where the lack of essential services or conditions severely impacts the tenant’s ability to use the property for its intended commercial purpose. In such cases, an as-is clause might be challenged.

Steps for Tenants

Tenants considering or currently in a commercial lease with an as-is clause should take certain steps to protect their interests:

  • Conduct thorough due diligence before signing the lease. This may include hiring professionals to inspect the property and review the lease terms.
  • Document all communications with the landlord, especially those related to the condition of the property and any promises or representations made.
  • Consider negotiating the terms of the as-is clause, if possible, to include exceptions for certain defects or conditions.
  • Seek legal advice to understand the implications of the as-is clause and explore options if you believe the clause is being enforced unfairly.


While an as-is clause is a common feature in Texas commercial leases, its enforceability is not absolute. Tenants should be aware of the conditions that might invalidate such a clause and take proactive steps to mitigate potential risks. Given the complexities of commercial lease agreements and the specific legal standards that apply, consulting with a legal professional is crucial for both landlords and tenants to navigate these issues effectively.

For more detailed information on commercial leases and tenant rights in Texas, you can visit the State Bar of Texas website, which offers resources and guidance for understanding commercial lease agreements.

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