A remedy provision in a lease is often glossed over quickly, as it is typically tucked away at the end of a hundred-page lease form, presented as boilerplate, and dismissed as pure hypothetical that will never become reality. A recent court decision, though, serves as a reminder that this provision can have significant financial consequences and thus deserves careful scrutiny.

In CSRA Columbus OH Fitness Master Lessee, LLC v. Fitness & Sports Clubs, LLC, a fitness club tenant delivered a notice of surrender to its landlord, informing the landlord that it was terminating its lease four years early (despite not having any contractual right to terminate) and advising that the landlord “now has an obligation to mitigate its claimed damages, which will entail, without limitation, the re-letting of the Premises as soon as possible.”  2025-Ohio-2645, 2025 Ohio App. LEXIS 2569 (Ct. App.). The landlord ignored the tenant’s instruction to mitigate and instead promptly served the tenant with a notice of default that invoked the lease’s rent acceleration provision, demanding payment of rent for the remainder of the four-year term. The tenant refused to pay, and the landlord brought suit.

The trial court granted summary judgment for the landlord, awarding approximately $6.6 million, including $4.6 million in accelerated rent, without requiring any evidence that the premises had been re‑let.

On appeal, the tenant did not dispute that it had defaulted under the lease by unilaterally terminating the lease early, but it argued that Ohio law required the landlord to mitigate its damages by re-letting the premises before accelerating the rent. In support of its argument, the tenant pointed to the lease’s rent acceleration provision, which stated that the landlord could “[r]ecover from Tenant as liquidated damages for breach of this Lease the deficiency (if any) between the accelerated amount of Base Rent and all additional rent to be paid under this Lease and the net amount received by Landlord from reletting the Leased Premises.” By limiting the landlord’s recovery to the “deficiency,” the lease necessarily required the landlord to re-let the premises first in order to determine the amount of that deficiency.

The appellate court was not persuaded by the tenant’s argument, relying on the last sentence of the rent acceleration provision, which stated, “Landlord shall not be obligated to relet the Leased Premises and may recover damages hereunder without such consideration.”  The court reasoned that this language is “clear and unambiguous” and therefore must be applied as written. As a result, landlord was entitled to recover accelerated rent without consideration ofany re-letting efforts.  The court further held that, although a duty to mitigate generally applies to leases in Ohio, parties may contract around that obligation, “especially where, as here, the parties are sophisticated business entities.”

This case carries important implications for lease drafting and negotiation. Landlords seeking maximum protection should include unambiguous acceleration and mitigation‑waiver provisions. Tenants, on the other hand, should carefully review these provisions and consider requiring their landlords to use commercially reasonable efforts to re‑let or to mitigate damages to the extent required by applicable laws.