A business that leases real estate and improvements (buildings, etc.) in the form of space for offices, a warehouse, a restaurant, a nail or hair salon, a clothing store, a coffee shop, or other commercial (nonresidential) space will usually be required to sign a written contract known as a commercial lease agreement.
If the tenant (the business occupying the space) who signs a commercial lease agreement fails to pay the rent or continues to use the leased premises for a purpose other than as permitted by the lease agreement (after receiving notice of the improper use), the landlord may have the right to terminate the lease and lock the commercial tenant out of the space by changing the locks.
A commercial landlord’s ability to lock a commercial tenant out of the leased premises—sometimes referred to as one of the landlord’s self-help options or remedies because the landlord may be able to exercise these rights without going to court—depends on the specific language in the written lease agreement and the state's contract law.
For example, a state's contract law may determine if any breach of the lease agreement by the tenant was a material breach that might justify an extreme measure such as changing the locks.
Contract law in most states recognizes an implied duty of good faith and fair dealing between parties to a contract, and a commercial landlord who changes the locks on the leased premises because the tenant is a few days late paying the rent may be in breach of the landlord’s implied duty of good faith and fair dealing.
In Texas, a commercial lease agreement is a binding contract between a landlord and a tenant for the rental of nonresidential property, such as office spaces, warehouses, or retail locations. Should a tenant fail to pay rent or use the property in a manner not allowed by the lease, the landlord may have the right to terminate the lease and lock the tenant out, subject to the terms of the lease and Texas law. Texas law permits commercial landlords to use lockouts as a remedy for lease violations, but this must be done in accordance with the lease agreement and statutory requirements. Texas Property Code § 93.002 allows a landlord to change the locks of a tenant's business if rent is overdue, provided that proper notice has been given to the tenant. However, the landlord must also provide the tenant with the new key upon payment of the overdue rent. It's important to note that the landlord's actions must be reasonable and in good faith, as Texas recognizes an implied duty of good faith and fair dealing in contract law. A landlord acting in a manner that is deemed arbitrary or unreasonable, such as changing locks for a minor lease violation or without proper notice, may be found in breach of this duty.
