Pennsylvania Commercial Lease Disclosures

Unlike residential real estate—where the landlord is legally mandated to disclose hazards like lead-based paint to protect consumers—Pennsylvania commercial real estate operates heavily on the principle of caveat emptor ("let the buyer beware").

Commercial tenants are expected to perform robust due diligence before signing a lease. The state imposes very few mandatory disclosures on commercial landlords.

Lack of State-Mandated Disclosures

In Pennsylvania, a commercial landlord is generally not required by state law to volunteer information regarding the condition of the building.

There is no "Seller/Landlord Property Disclosure Statement" required for commercial leasing. If the HVAC system is nearing the end of its life, or the roof has a history of leaks, the landlord does not have to disclose this proactively, provided they do not actively lie or commit fraud to conceal the defects when directly asked.

It is up to the commercial tenant to hire inspectors, engineers, and architects to evaluate the premises before signing a lease that transfers maintenance responsibilities (such as a Triple Net Lease).

Environmental Disclosures

While routine building defects don't require disclosure, commercial landlords and tenants must heavily navigate state and federal environmental laws.

• Phase I Environmental Site Assessments (ESA): Real estate transactions involving commercial/industrial land heavily rely on Phase I ESAs to determine if past activities contaminated the soil or groundwater with hazardous substances.
• While not a landlord "disclosure" per se, a tenant looking to lease an industrial space should demand to see the property's environmental history to avoid liability for pre-existing contamination under laws like CERCLA.

Real Estate Broker Disclosures

If a commercial landlord uses a licensed real estate broker or property manager to lease the space, the broker is bound by the Pennsylvania Real Estate Licensing and Registration Act (RELRA).

• Consumer Notice: The licensee must provide a written "Consumer Notice" at the first substantive interview. This document simply discloses the agency relationship—clarifying to the prospective tenant whether the broker represents the landlord, the tenant, or both (dual agency).

City-Specific Mandates: Philadelphia

While state-level commercial disclosures are sparse, municipalities can enact their own requirements. A notable example is Philadelphia.

The Philadelphia Commercial Leasing Notice (Phila. Code § 9-5700)

To protect small business owners who may lack sophisticated legal representation, Philadelphia requires commercial landlords to provide an official Commercial Leasing Notice directly to prospective tenants before executing a lease.

This ordinance (enacted in 2022) mandates that tenants be given a 7-day due diligence period to review the property's zoning and approved uses before signing a lease, unless the tenant is represented by an attorney or a licensed real estate agent.

This notice explains:

• The importance of zoning and obtaining a Use and Occupancy (U&O) certificate.
• The lack of an implied warranty of habitability in commercial leases.
• The severe consequences of a Confession of Judgment clause.

Failure to provide this notice could give the tenant grounds to break the lease or defend against an eviction.

Zoning and Use Compliance

Perhaps the most critical "disclosure" element in commercial leasing is the property's zoning classification.

A landlord should never lease a space to a tenant knowing the tenant's intended business violates municipal zoning codes. The lease should explicitly state the property's current zoning, but commercial leases universally place the burden on the tenant to obtain all required zoning variances, commercial licenses, and Use & Occupancy (U&O) certificates necessary to legally operate their business in the space.

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