New ROZ model for 290 business space

More than ten years after the previous ROZ model, the Raad voor Onroerende Zaken (ROZ) has adopted a new model lease agreement for retail space and other business premises within the meaning of Section 7:290 of the Dutch Civil Code (290 business premises). Topical themes such as sustainability, the Environment Act and government measures have been incorporated, making this model seem future-proof.

The ROZ adopted the new ROZ model on December 14, 2022 and filed it with the Registry of the District Court of The Hague on December 19, 2022.

This article discusses the most notable changes from the previous model.

Opening hours

Previously, landlords of retail premises could unilaterally change the (contractual) opening hours of stores without consultation and consent of the retailer.

However, after a recent amendment to the Shopping Hours Act, this is no longer possible. This is because the amended Shopping Hours Act stipulates that a landlord cannot simply change the shopping hours. This must be agreed upon by the landlord and shopkeeper. Article 13 of the new model lease contains a provision in which the (contractually) mandatory opening hours can be laid down.

Government measures

During the corona pandemic, many discussions about paying rent arose due to the government measures imposed. The Supreme Court eventually ruled that tenants were entitled to rent reductions. This was because the consequences of the government measures were not provided for in rental agreements.

The new model does provide an arrangement for such government measures. Article 14 of the new model provides that the parties will consult with each other if the tenant suffers loss of use of the rented property and/or enjoyment of the rent that is substantially restricted as a result of generally applicable government measures that are of such a nature that unaltered maintenance of the lease is contrary to reasonableness and fairness. As long as the parties have not agreed otherwise, the tenant’s payment obligation under the lease shall remain unchanged. With this provision, it is no longer sufficient for a landlord to simply remind the tenant of his contractual payment obligations. On the other hand, this article does not create the possibility for a tenant to suspend its payment obligations when such a situation arises.

Sustainability

The previous model included a non-binding provision on sustainability to the effect that parties recognize the importance of sustainability and support each other in achieving a jointly formulated objective.

The starting point in the new model is that before entering into a lease, the parties make agreements about making the leased property more sustainable. These agreements must be appended to the lease agreement.

Incidentally, it is interesting that Article 15.4 of the model already anticipates a possible energy label requirement for retail spaces, just as this requirement already applies to office spaces.

Environment Act

The Environment Act is expected to take effect on January 1, 2024. Are terms and/or provisions in a lease agreement not in line with the Environment Act? Then these terms and/or provisions must be interpreted in such a way that their meaning corresponds as much as possible to the meaning these terms and/or provisions had before the Environment Act entered into force. This is included in Article 16 of the new model. Article 16.2 adds that after the coming into force of the Environment Act, instead of the 2012 Building Decree, Environmental Management Activities Decree and Building Energy Performance Decree mentioned in the lease and general provisions, the laws and regulations that take their place will apply.