Category: Legal

Force majeure clauses in Bangalore office leases gained critical importance during COVID-19, as lockdowns tested whether pandemics excused rent payments or terminated obligations. Courts largely ruled against blanket waivers, emphasizing precise drafting to pandemic-proof future contracts against disruptions like supply chain failures or climate events.

COVID-19’s Impact on Leases

COVID-19 lockdowns from March 2020 halted office operations in Bangalore’s key corridors like Outer Ring Road (ORR) and Whitefield, prompting tenants to invoke force majeure for rent relief. Indian courts, including Delhi and Bombay High Courts, rejected frustration under Section 56 of the Indian Contract Act, 1872, for leases, viewing temporary closures as inconvenience rather than impossibility. In Sushila Bhimraj Shah v. Varsha Bharat Choraria, the Bombay High Court held that remote work enabled office tenants to sustain operations, distinguishing them from retail needing physical presence.

Karnataka Rent Control Act, 1961, and Transfer of Property Act, 1882 (TPA) Section 108(B)(e) govern leases, requiring permanent property damage for termination—lockdowns fell short. Tenants in Bangalore’s Grade-A towers faced arrears suits, with courts prioritizing contractual risk allocation over economic hardship. Nationally, 2025 leasing hit 71.5 million sq ft, Bengaluru leading at 22.1 million sq ft, yet post-COVID disputes lingered into 2026 amid hybrid work shifts.

Legal Framework in India

Force majeure derives from TPA Section 108(B)(e), excusing obligations only if premises become “permanently unfit,” with lessee notifying lessor to void the lease. Unlike sales contracts, leases transfer usage rights, not ownership, limiting Section 56 applicability per Supreme Court in T. T. Lakshmipathi v. P. Nithyananda Reddy. RERA (Section 6) allows developers project extensions for force majeure like pandemics but excludes routine delays.

Karnataka RERA mirrors this, rejecting misuse as in Shriram Properties’ case where COVID and NGT litigation justified delays only with proof. Post-2020, courts upheld illustrative clauses covering “acts of God” or “government restrictions,” but required specific impacts like closure proof—no automatic rent suspension. Delhi High Court in 2025 ruled COVID as force majeure but mandated 50% rent during peaks, balancing losses without extinguishing obligations.

Key Judicial Lessons

Post-COVID rulings underscore narrow interpretations: temporary restrictions do not frustrate leases unless premises are destroyed. Bombay and Delhi courts prioritized force majeure wording; vague lists failed against rent claims. Supreme Court principles from Nabha Power Limited affirm contractual primacy over statutory frustration.

In Karnataka, BBMP lockdowns mirrored national trends, with tribunals denying waivers absent clause specificity. 2025 Delhi Division Bench clarified “etc.” makes lists non-exhaustive, including pandemics under “Act of God,” yet proof of hindrance remains essential. Lessons: distinguish impossibility from unprofitability; notify promptly; document impacts like revenue drops.

Weaknesses Exposed

Standard clauses listed “war, riots, earthquakes” but omitted pandemics, epidemics, or supply disruptions, leading to 70% invocation failures. No mechanisms for partial occupation (e.g., 50% capacity post-lockdown) or rent abatement formulas caused disputes. Absence of notice timelines or mutual assessment prolonged litigation, costing Bangalore tenants lakhs in arrears.

Economic clauses ignored hybrid models; 2026 trends show flex spaces at 18-20% leasing, demanding agile terms. RERA gaps for ongoing leases (vs. sales) left offices vulnerable, unlike residential protections.

Drafting Robust Clauses

Modernize with exhaustive lists: pandemics, epidemics, quarantines, government lockdowns, cyber-attacks, climate events (floods common in Bengaluru). Define triggers: “prevents 50%+ usage for 30+ days.” Include effects: rent abatement (pro-rata downtime), extension options, termination after 90 days.

Sample clause: “Neither party liable for non-performance due to Force Majeure (acts of God, pandemics, government restrictions beyond control). Affected party notifies within 7 days; obligations suspended, rent abated pro-rata. If more than 60 days, either terminates without penalty.” Tie to insurance; mandate business continuity plans. Karnataka-specific: reference BBMP orders, RERA extensions.

Bangalore-Specific Considerations

Bengaluru’s 11.2% vacancy (Q3 2025) and 3-4% rent hikes to 2026 demand resilient clauses amid ORR/SE tech hubs’ growth. GCCs (25% leasing) seek hybrid-proof terms; include remote work waivers. Monsoon floods invoke “natural calamities”; integrate ESG for sustainability disruptions.

RERA mandates transparency; unregistered clauses risk invalidity. BBMP regulations add compliance layers—link force majeure to approvals. 2026 outlook: flex operators drive 20% demand, favoring clauses with scalability.

Login Realty assists Bangalore tenants and landlords in embedding post-COVID force majeure into office leases, conducting clause audits for ORR/Whitefield properties. Experts benchmark against 2025-26 trends, ensuring RERA/TPA alignment. Pandemic-proof clauses transform risks into shared resilience, vital for Bengaluru’s 2026 market. Precise drafting per court lessons secures operations amid uncertainties.

Insurance coverage gaps in commercial space rental agreements arise from the assumption of one party that the other side has taken care of fire, theft, and business interruption; however, the policies tend to be narrow, poorly coordinated, or simply not read. Landlords are inclined to insure the building while tenants insure contents and operations; however, many perils—in particular business interruption—awkwardly sit between both parties and are not thus clearly allocated within the lease.

Standard property policies may also omit some key causes of loss, such as certain natural hazards or utility failures, unless specific endorsements are taken; a point both parties may discover at claim time, to their dismay, as the expected protection was missing. Once one of the hazards—simple fire, burglary, or prolonged outages—takes place, since the lease does not expressly state the assignment of responsibilities and the responsibilities for minimum coverage levels, disputes start as to who should have insured what.

Insurance in commercial rental space agreements revolves around a handful of critical categories which should be defined and aligned between landlord and tenant. The property or building insurance protects the structure, core services, and possibly landlord fixtures from risks such as fire, flood, and storm. Contents insurance protects the movable assets, such as furniture, IT equipment, stock, and documents, usually protected by the liability of the tenant. Liability insurance covers claims against third parties for bodily injury or property damage happening at the premises, and business interruption insurance covers the loss of income and ongoing expenses when an operation is disrupted by an insured event.

Fire and Building Insurance

Fire being the most important risk in any commercial building, the majority of property policies in India are built on the Standard Fire and Special Perils policy. Hence, the normal practice is for the landlord to underwrite the shell of the building, meaning that it usually covers the structure, common areas, and base-building MEP systems. Most landlords also add a loss of rent so that if the building is rendered unlettable by fire damage, they get rental income for a specified indemnity period to meet loan EMIs and operating costs.

The insurance issues regarding tenant contents or fit-outs against fire and similar perils are otherwise the responsibility of the tenants. These typically include workstations, partitions, cablings, interiors of conference rooms, signage, and special equipment. The tenants are also expected to keep their public or commercial general liability cover so that should a fire arise out of their negligence, their policy can respond to third-party claims.

Fire-related exclusions may leave tenants guessing as to what exactly belongs to the landlord or tenant and who is responsible for insuring the different layers of interior work. The landlord’s policy may provide coverage for the building shell but not for costly tenant improvements and custom fit-outs that tenants believe may be automatically covered. A well-drafted lease will clarify the ownership of fit-out works during the lease term and indicate parameters for insuring them.

Theft and Burglary Coverage

Losses from theft or burglary usually deal with temporary movable assets lying within an empty space. The commercial property policy of a landlord may extend coverage to the building shell, doors, windows, and landlord’s fixtures on loss by burglary or attempted theft. The landlord’s policy generally would not provide protection for a tenant’s stock, laptops, and so forth, even if triggered by a break-in that damaged common property.

It is therefore important for tenants to procure theft and burglary coverage for their own contents and business premise—with additions like office equipment, inventory, tools, and any other assets standing in the premises. Most property products in the Indian market explicitly recommend that in addition to fire cover, burglary cover be taken to protect against theft of contents, rather than just assume that it is enough to simply get a pure fire policy.

Business Interruption Insurance

Business interruption constitutes a particularly sensitive area because an insured event affects the finances of both landlords and tenants in different and often adverse manners. In other words, the landlord will potentially suffer loss of rental income while the premises are unfit for occupation, and on the other hand, the tenant will suffer loss of revenue and running fixed costs while in fact holding property insurance for the physical damage.

Tenants may take out business interruption insurance, also referred to as business income insurance or insurance for fire loss of profit, as an extension of their property policy. Such insurance comes into effect where, as a result of damage covered by the insurance, the policyholder’s operations are interrupted: the loss represents gross profit not earned, fixed overheads incurred, and rent commitments not yet discharged during the business recovery period.

Common coverage gaps occur around business interruption when tenants either fail to take out any BI cover or tend to underestimate the actual time that would realistically be involved in the recovery from any given major incident. A great number of tenants think that if they are not able to perform their duties, the landlord would act out of goodwill and grant a waiver of rent, when in fact, the lease may be calling for a continuance of payment even during closure.

Login Realty helps tenants and landlords navigate insurance coverage gaps in commercial space rental agreements by integrating risk allocation into the leasing process from the start. Their team reviews standard lease templates to flag ambiguities around fire, theft, and business interruption responsibilities, recommending clear clauses on minimum limits, proof-of-cover requirements, and mutual waivers of subrogation that align with Indian market policies like SFSP and BI extensions. For Bangalore’s office, warehouse, and mixed-use properties, Login Realty curates options where building insurance details are already disclosed, connects parties with insurance brokers for tailored contents and liability covers, and ensures indemnity periods match realistic recovery timelines, reducing disputes and accelerating deals.