Substitution of Commercial Space in Westland - Transfer of Lease Agreement
Substitution means that a lease agreement for commercial space is transferred to a new tenant. This often plays a role in the sale of a business or succession in Westland and surrounding areas.
What Does Substitution Entail?
In substitution, a new tenant takes over the position of the old tenant:
- The existing lease agreement remains in force
- Rights and obligations are transferred
- The landlord deals with a new tenant
- The original tenant is released from further obligations
Legal Basis for Substitution
For 290 commercial spaces (such as shops, hospitality, and craft businesses) in Westland, Article 7:307 of the Dutch Civil Code provides a statutory right to substitution. This right applies subject to conditions such as:
- Transfer of the enterprise operated in the space
- A legitimate interest of the tenant
- Sufficient securities for the landlord
Conditions for Approval
The court, such as the District Court of The Hague, assesses substitution based on specific criteria:
1. Transfer of the Enterprise
- There must be an actual business transfer
- It is not merely about the lease agreement
- Goodwill, inventory, and customer base are transferred as well
2. Legitimate Interest of the Tenant
- Economic interest (value of the business)
- Personal circumstances such as retirement or health issues
- Business-related motives for the transfer
3. Securities for the Landlord
- Financial stability of the new tenant
- Relevant experience and expertise
- Continuity in business activities
Step-by-Step Plan for Substitution
- Written request to landlord: Including information about the new tenant
- Provide documentation: Business plan, financial figures, and background
- Landlord's response: Consent or reasoned refusal
- In case of refusal: Within 2 months, initiate proceedings before the sub-district judge
- Judge's decision: Authorisation for substitution possible
Reasons for Refusal by Landlord
Valid reasons for refusal include, among others:
- Insufficient financial guarantees from the successor
- Negative reputation or previous issues of the new tenant
- Plans for a different use of the space
- Important business motives of the landlord
Unfounded reasons (not acceptable):
- Aiming for a higher rent
- Personal disapproval without business basis
- Intention to vacate the property
Costs and Contributions
A landlord may not demand compensation for consent, but may charge:
- Costs for a background check of the successor
- Limited administrative costs
- Costs for drawing up a new contract
Substitution versus Contract Takeover
| Characteristic | Substitution | Contract Takeover |
|---|---|---|
| Legal basis | Yes (for 290 spaces) | No |
| Landlord's consent | Enforceable via court | Always required |
| In case of refusal | Court proceedings | No options |
Office Spaces (230a Commercial Space) in Westland
For offices and other commercial spaces, there is no statutory right to substitution:
- Landlord must always consent
- No possibility to enforce via the court
- Contractual conditions prevail
Impact on the Original Tenant
In case of successful substitution:
- Full release from lease obligations
- No responsibility for future rent
- Existing debts must still be settled
Practical Questions
Can I transfer my online shop via substitution?
Only if there is a physical location in Westland that qualifies as a 290 commercial space. A fully digital enterprise falls outside this scope.
Is the successor obliged to continue the same business?
In principle, yes. A significant change in use may be a ground for refusal.
What if the landlord does not respond?
Send a reminder with a clear deadline. If no response is forthcoming, you can submit the matter to the court, for example, the District Court of The Hague.
Substitution offers entrepreneurs in Westland the opportunity to transfer their business. Ensure thorough preparation and substantiate the suitability of the successor. For legal advice, you can contact the Juridisch Loket Westland.