Mitigation Matters: The Power of Clear Lease Language

Lessons from CSRA Columbus OH Fitness Master Lessee, L.L.C. v. Fitness & Sports Clubs, L.L.C.

If you’re a commercial landlord or tenant, you’ve likely seen lease provisions about rent acceleration and mitigation of damages. Oftentimes such provisions may come across as standard boilerplate - but vague or poorly drafted provisions can become very expensive.

A recent case from Ohio’s Fifth Appellate District, CSRA Columbus OH Fitness Master Lessee, L.L.C. v. Fitness & Sports Clubs, L.L.C., 2025-Ohio-2645, reinforces how critical it is to use clear, unambiguous language when drafting provisions related to the mitigation of damages. In CSRA Columbus, the court upheld a multi-million-dollar judgment in favor of a landlord based largely on lease language that explicitly waived the landlord’s duty to mitigate damages after a tenant’s early surrender.

Here’s why that matters - and what you should take away from this case whether you’re a landlord or tenant.

The Key Legal Takeaway

Under Ohio law, landlords typically owe a duty to mitigate damages when a tenant abandons a lease. This means the landlord must take reasonable steps to re-let the space and reduce the financial loss caused by the breach.

But - importantly - sophisticated commercial parties can contract around that duty.

In CSRA Columbus, the lease stated clearly: “Landlord shall not be obligated to relet the Leased Premises and may recover damages hereunder without such consideration.”

The court enforced that language as written, holding that:

• The waiver of mitigation was valid and enforceable;
• The landlord was entitled to collect over $4.6 million in accelerated rent without any obligation to re-let the premises; and
• The parties’ freedom to contract outweighed the general equitable duty to mitigate damages.

From the Landlord’s Perspective: What You Should Do

• Use Explicit Waivers If You Want to Avoid Mitigation

If your intention is to retain the right to collect full rent through the lease term, regardless of whether you re-lease the premises, say so clearly in the lease. Include provisions such as:

“Landlord shall not be required to mitigate damages by re-leasing the Premises. Tenant remains liable for all rent and other charges through the end of the Lease Term, whether or not the Premises are re-let.”

Also consider including acceleration clauses that make all rent immediately due upon default and/or liquidated damages provisions that quantify damages in the event of default.

But be aware. While enforceable, courts will scrutinize these clauses for fairness. They are most likely to be upheld when (i) both parties are sophisticated business entities, and (ii) the lease was freely negotiated with clear language.

• Avoid Ambiguity or Mixed Messages

If your lease includes both a waiver of mitigation and language suggesting a duty to re-let, that ambiguity could undermine enforceability. Courts will likely not rewrite vague leases in your favor.

From the Tenant’s Perspective: What You Should Watch Out For

• Don’t Assume the Landlord Has to Mitigate

Many tenants are surprised to learn that they can remain fully liable for all rent even after surrendering the property - especially if they mistakenly believe the landlord must try to re-lease the space.

In CSRA Columbus, the tenant argued the landlord’s refusal to re-let was a windfall. But the court found the lease’s express waiver of mitigation language left the tenant on the hook for the full balance through the lease’s expiration in 2027.

Therefore, it’s important to read and understand the remedies in the lease and assume the worst-case scenario if you walk away early.

• Negotiate for language requiring the landlord to mitigate damages through reasonable re-letting efforts.
• Ask for offset provisions where any new rent received reduces your liability.
• Avoid agreeing to acceleration clauses or, at the very least, condition them on the landlord’s duty to mitigate.

What CSRA Columbus Teaches Us About Drafting Commercial Leases

The case is a reminder that Ohio courts will generally enforce what’s in the contract - even if the result is harsh for one party - so long as the language is clear and the parties are sophisticated. In the court’s own words:

“Two sophisticated commercial parties negotiated the Lease and included the waiver-of-mitigation clause in conjunction with the acceleration clause...Ohio public policy supports enforcing contracts negotiated between parties as written.”

In other words: Courts will not save you from a bad deal. It is ultimately on the parties (and their respective legal counsel) to get it right from the beginning.

Next Steps

If you’re a landlord or tenant navigating lease disputes or reviewing a new lease, our commercial real estate team at McDonald Hopkins can help ensure your rights are protected.