A federal court in Florida recently rescinded a commercial lease after concluding that the landlord’s failure to complete construction work to the premises frustrated the essential purpose of the lease.

In Advanced Care Pediatrics of Fla. v. DPS PR Realty, Inc.,2025 WL 2531514 (M.D. Fla. 2025), the tenant leased space to operate a pediatric medical practice. The lease required the landlord to complete specified “Landlord’s Work” by July 30, 2024, before delivering the premises to the tenant to be used as a licensed and lawful medical clinic. That work was not completed on time and remained incomplete for many months afterward despite repeated promises by the landlord.  Finally, on December 23, 2024, the tenant notified the landlord that it may need to rescind the lease.  Soon after, the landlord claimed to have completed the work; however, during a walkthrough to inspect the premises on January 6, 2025, it was discovered that the Landlord’s Work did not match the plans submitted and did not comply with code.  A month later, with the work still not properly done, the tenant rescinded the lease, which led to this lawsuit.

The court held that the tenant’s rescission of the lease was justified because the landlord’s failure to complete the required work frustrated the principal purpose of the lease. The court explained that frustration of purpose may occur when there is a failure of consideration because one of the parties does not receive the benefit of the bargain. Here, the tenant bargained for premises capable of being timely licensed and operated as a pediatric medical clinic. When the landlord failed to timely complete the work necessary for the tenant to operate from the premises for that use, the tenant’s purpose in entering into the lease was frustrated.

Although the landlord argued that the work could be completed within two weeks, the court rejected that position, noting that there was no evidence the work could be completed within that timeline and that the record instead showed the opposite, including repeated delays and misrepresentations regarding when the work would be finished.

The court also explained that rescission requires a showing that monetary damages are not an adequate remedy. That requirement was satisfied here because the tenant could not operate as a medical clinic and therefore could not meaningfully quantify its lost profits and other consequential damages, including the lost opportunity to timely open and operate a licensed practice. Because damages could not restore the tenant to the position it bargained for, the court concluded that rescission, rather than damages or specific performance, was the appropriate equitable remedy.

Ultimately, the case shows that when landlord work is critical to a tenant’s ability to lawfully operate, missed delivery deadlines may be more than mere delays—they may undermine the deal itself. Landlords should be aware that unmet delivery obligations can unwind a lease altogether, not simply adjust rent or timing. Tenants, in turn, should recognize that while courts may honor the commercial realities of a transaction when timely operation is essential, negotiating express termination rights tied to missed delivery deadlines or incomplete landlord work can avoid the need to litigate rescission after the fact.