Warning: may cause anxiety 😰

I’m endlessly amused by the list of symptoms at the end of prescription drug commercials. Watching gracefully aging actors skipping blithely through a meadow with a 🦋 butterfly net, or 🎨 oil painting in a sun-streaked garage studio juxtaposed with the voiceover listing (as quickly as physics and the law allow) the list of dire and bizarre side effects always makes me chuckle. I’m not alone - Kristen Wiig and Bill Hader memorably spoofed these commercials on SNL in 2014… which was four lifetimes ago, yet the joke still works.

I’ve wondered why these commercials exist at all when, most of the time, the side effects get more airtime than the benefits of the drug. You’d think that ⚠️ warnings of “lumps or swelling in your neck… pancreatitis…constipation,” would be more memorable than the catchy “Oh, oh, oh Ozempic” jingle. But I bet you’re humming it right now.

The fast-talking symptom-sayer (failed auctioneer?) is the auditory equivalent of “the fine print,” and clearly, we’ve learned to simply tune it out. I’m no psychologist, but I’d venture to guess that when information (even critical information) is presented in a way that is so boring, technical, or generally incomprehensible, we want to get it over with ASAP and get back to thinking about our hot new 👙 bikini bods. I mean, what’s the likelihood that I’ll really get pancreatitis? Everyone I know is constipated!

So it should come as no surprise when, after spending months negotiating an LOI, the time comes to review the first lease draft and many retailers are tempted to tune out. It’s 😴 boring, technical AND long… if the math is mathing in the LOI, does the fine print in the lease really matter?

Dear reader, you know by now that it does very much matter. Let's take a real-life example…

In the LOI, we’d negotiated a Rent Commencement Date (aka when you start paying rent) of:

The earlier of i) 120 days following Tenant’s receipt of permits to complete its buildout or ii) Tenant opening for business, to be further addressed in the Lease.

The structure of this was super important – the whole point of negotiating the Rent Commencement Date is to make sure you have enough time to get through your buildout and 🛍️ open for business before you have to pay rent. 💰

Here’s how we got there…

Your contractor says you need three months for construction (plus one month for cushion), so you need 120 days after you get building permits. And how long will permits take? Only 🔮  Miss Cleo (R.I.P.) could give you a firm timeline. Permits are issued by your local governing body, so the timeline is entirely outside of your control. This is exactly why we negotiated a rent clock that starts after receipt of permits. Great.

When the lease came out in all of its fine-printed glory, it read like this:

The earlier of i) 120 days following Tenant’s receipt of permits to complete its buildout or ii) Tenant opening for business, in no event later than 240 days following lease signing.

⚠️  Hey, where’d that 240 days come from? That’s what we call an “outside date,” - no matter what happens with your permits or when you open for business, you have to pay rent 240 days after you sign the lease. 

🤔 Is this new outside date a problem? Well let’s see…

The lease fine print goes on to describe a detailed process by which you’ll create and submit plans for landlord revision and approval before filing for permits. If we ⏱️ start the clock at lease signing and we max out these deadlines in the lease, here’s where we land:

T = tenant; LL = landlord

• T creates space plan - 10 days
• LL reviews, comments - 5 days

• T revises plan - 5 days

• LL approves plan - 5 days

• T creates construction drawings from plan (CDs) - 30 days

• LL reviews, comments - 15 days

• T revises plan - 10 days

• LL approves plan - 10 days

• T submits for permit - 5 days

• T receives building permits - 90* days (*estimate - Miss Cleo’s employer settled with the feds for $5M)

• T construction - 120 days (already approved at LOI)


Total possible length of schedule - 305 days

305 days (time to get open)
- 240 days (outside date)
= 65 days! 

In other words, following the landlord’s own schedule buried in the fine print, you would be required to start paying rent for over two months before you open. 🥵

This isn’t a retrade from the LOI, and it’s not usually intended as a “gotcha” by the landlord. These dates get very weedsy, and it’s not uncommon that they need to be ironed out in lease negotiations. But this is a great example of how the 👹 devil really is in the details, and you ignore them at your own risk.

Untangling these deadlines from leases is annoying to say the least; they are usually scattered all around through different sections and exhibits, but we do it for every Pedal Retailer because it matters! You don’t have an extra 2+ months rent just lying around, and especially not when you’re also paying your contractor, buying inventory, and generally watching your money 💸 fly out the door as you hustle to get open.

While leases don’t come with a fast-talker listing off physical symptoms, a bad lease may very well cause 🤢 nausea and dizziness. But if you notice a lump or swelling in your neck, you should definitely seek medical attention.