What service contracts should a buyer review before closing on a commercial building purchase?
A commercial building typically runs on a network of ongoing service contracts that keep it operating day to day: elevator maintenance, HVAC servicing, landscaping and snow removal, security, cleaning, and often a property management agreement covering overall building operations. Before closing, a buyer should review each of these contracts to understand what's being paid, what's actually being provided, and how long each commitment runs.
The specific thing to check in each contract is whether it's assignable to a new owner, what notice or termination rights exist, and whether it automatically binds the new owner or terminates on a change of ownership. A buyer who assumes all service contracts simply carry over automatically can be surprised to find some terminate on sale, leaving gaps in essential services like elevator maintenance or security right after closing, while others lock the new owner into a long-term contract with a vendor they'd rather not keep.
Reviewing service contracts alongside leases and financial statements gives a buyer a fuller picture of ongoing operating costs and obligations, and flags anything that needs to be renegotiated, terminated, or replaced as part of the transition to new ownership.
Key takeaways
- Review elevator, HVAC, landscaping, security, cleaning, and property management contracts before closing.
- Check whether each contract is assignable, and its notice/termination terms on a change of ownership.
- Some contracts may terminate on sale, creating service gaps; others may lock in the new owner unexpectedly.
- Service contract review should sit alongside lease and financial statement review in due diligence.