We had been waiting to hear back from the second broker.
She was the honest one. The one who actually asked about the lease before talking numbers. So when she came back to us and said we needed to look at it carefully, we sent it over and waited.
What she found was a demolition clause.
We didn't even know what that meant at first. A demolition clause gives the landlord the right to terminate the lease if the building is slated for demolition or redevelopment. Which sounds dramatic. But in our case it had apparently been talked about for so long that nobody in the building took it seriously anymore.
We asked the neighbours. They were part of the same building, subject to the same lease terms. They shrugged. It had been hanging over the place for years. Who knew when or if it would ever actually happen.
For them, that uncertainty was liveable. They'd made their peace with it.
For us, trying to sell, it was a different problem entirely.
Nobody buys a business with a demolition clause hanging over it.
Think about it from the buyer's side. You're about to spend your savings, take on debt, leave your job, and pour your energy into someone else's business. You need to know that the roof over that business will still be there in two years.
A demolition clause means the landlord could, under the right circumstances, end your lease and take the building. Maybe soon. Maybe never. But the uncertainty alone is enough to kill a deal.
A buyer's lawyer will find it. A bank financing the purchase will find it. And when they do, the conversation ends.
We went from hoping to exit to understanding why we couldn't. One clause. That was it.
With the lease approaching its end and no realistic path to transfer it to a new owner, there was no point renewing. So we closed.
I'm not telling you this to scare you.
I'm telling you because if we had read that lease properly before we signed it years earlier, we would have known what we were walking into. We could have negotiated. We could have planned differently. We could have built toward an exit that was actually possible.
Instead we found out at the worst possible time. When we were already exhausted. Already committed. Already out of options.
Lease clauses that can affect your ability to sell come in a few different forms.
A demolition or redevelopment clause lets the landlord terminate the lease if the building is being redeveloped. Even if it has never been acted on, it creates uncertainty that kills buyer confidence.
An assignment clause controls whether you can transfer the lease to a new owner at all. Some leases require landlord consent that can be withheld. Some have conditions that are almost impossible to meet. Some effectively prevent transfer entirely.
A personal guarantee clause means you remain personally liable even after the business is sold, which creates problems for both you and the buyer.
A change of ownership clause can trigger a rent review, new lease terms, or landlord approval requirements the moment ownership changes hands. Buyers hate surprises at settlement.
You do not need to be a lawyer to protect yourself here.
You need to do two things.
First, pull out your lease and find the sections on assignment, transfer, demolition and change of ownership. Read them. If you don't understand what they say, that's your next step.
Second, before you sign any new lease or renewal, get a commercial lawyer to review it specifically for these clauses. Not a general lawyer. Someone who does commercial leases and business sales. The cost of that review is nothing compared to what it costs to find out too late.
The lease is often the single most important document in a hospitality business sale. Most operators treat it as an afterthought. They sign it, file it, and forget it exists until they need it.
By the time you need it, it's too late to change it.
I am not a lawyer. Nothing in this newsletter is legal advice and you should absolutely get proper legal advice before making any decisions based on what you read here.
But at least now you know what to ask.
And you know what happens when you don't.
Next edition: what running a school canteen taught me about building a business that actually works without you.
If you have a lease coming up for renewal or you have never actually read your assignment clauses, pull it out this week. Then hit reply and tell me what you find. It costs nothing to check and it matters more than most operators realise.