Landlord bound by commitments?

What meaning can be given to commitments made by landlord that are not included in the lease? In a recent ruling, the court ruled that landlord must abide by commitments already made that were not included in the lease. The landlord had not sufficiently considered the interests of the tenant.

In this case, Ahold leased a (supermarket) outlet from landlord. This outlet would be relocated to a new area to be developed by the lessor and a new lease had already been concluded between the parties. The old lease would end immediately after Albert Heijn moved into the new premises. However, Albert Heijn discontinued this planned relocation because the lessor intended to lease premises to Dirk van den Broek immediately adjacent to the new location.

Abort removal justified?

During the lease negotiations for the new premises, the landlord promised Ahold that there would be no second "full service" supermarket in the newly developed area (these commitments were recorded in e-mail messages and records of the negotiations conducted). No provision about this agreement was subsequently included in the lease.

Such a provision is usually referred to in practice as an "industry protection provision" and is normally included in the lease to prevent discussion of the arrangements made. This can prevent the establishment of another drugstore in the vicinity of one drugstore.

Landlord's claim to operate new supermarket

The landlord then claimed in summary proceedings that Ahold would be ordered to operate the new supermarket. The court ruled that although there was no branch protection provision in the lease, there were commitments by the landlord.

Accountability interests Ahold

The question of whether Dirk van den Broek is a full-service supermarket is not deemed relevant by the court. What is decisive is that Ahold has made it sufficiently plausible that the operation of an Albert Heijn store at the new location will be unprofitable if a Dirk van den Broek is established next door. The lessor had in fact promised that it would take Ahold's interests into account when filling in the new building. By - despite these promises - still going into business with Dirk van den Broek, it is insufficiently taking these interests into account.

The court reached this verdict because the landlord did not, or at least insufficiently, refute Ahold's assertion that the landlord would take Ahold's interests into account when filling in the new building next to the new retail space. As you can imagine, this ruling is also relevant for other retailers such as a drugstore.

Good landlordism?

The court further considered that the above course of events was not consistent with good landlordship. Ahold simply cannot be expected to move into the new retail space under these circumstances. Ahold can therefore continue to use the old location and does not have to comply with the new lease.

In conclusion

A landlord can be held accountable for statements made in e-mail messages and interview reports, prior to the conclusion of the lease. It is therefore important as a landlord to watch out for such statements. However, a tenant can take advantage of them.