A lease provision that permits a tenant to cease operations (go dark) at the leased location while continuing to pay rent and fulfill other lease obligations.
Go-dark clauses relieve the tenant of any continuous operating covenant in the lease. Without such a clause, many commercial leases (especially retail) require the tenant to remain open and operating during specified hours. A go-dark right allows the tenant to shutter the location for business reasons while maintaining the lease and paying rent. This protects the tenant's ability to keep the lease (and any below-market rent) without operating at a loss. Landlords resist go-dark clauses because dark space reduces foot traffic, weakens co-tenancy, and can trigger other tenants' co-tenancy remedies.
A tenant with a below-market lease goes dark, continuing to pay rent but operating no business. Other tenants experience reduced foot traffic and trigger their co-tenancy clauses, costing the landlord significant rent revenue across the property.
If your lease has a continuous operating requirement, negotiate a go-dark right as a fallback. This gives you the flexibility to close the location without losing the lease, which preserves your options for assignment, sublease, or future reopening.
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Find My OverchargesThis page provides general educational information. It is not legal advice and may not reflect the most current law in your state. Consult a licensed attorney for advice specific to your situation.
