Written form in commercial tenancy law – when contracts are contestable

Last updated: April 2026 · Takes into account the BEG IV reform (text form instead of written form) as well as the transition period for old contracts which expired on 01.01.2026

The written form requirement in commercial tenancy law governs the formal standards that a commercial rental agreement must meet if it is concluded for a period longer than one year. If the legally stipulated form is not observed, the contract is considered to be for an indefinite period, and can be terminated by either party within the statutory notice period. cancelled regardless of the originally agreed term. As of 01.01.2026, written form is sufficient for all commercial leases instead of the, until then required, written form.

A property investor is examining a commercial property in Cologne's Südstadt district. Six rental agreements, with a total volume of 1.8 million euros over their remaining term. The third amendment to the contract with the anchor tenant – a catering business – omits reference to the second amendment. An appendix to the contract with the dental practice on the ground floor is neither stapled nor clearly referenced in the contract. Two verbal side agreements regarding parking space usage were never put in writing. The result of the due diligence: Three out of six contracts have formal deficiencies regarding written form. All three would – until recently – have been terminable prematurely.

This scenario was commonplace in German commercial tenancy law until the end of 2025. The BEG-IV reform has fundamentally changed the legal situation - but not all problems have been solved. This guide explains the entire written form issue: what applied until the end of 2024, what has changed since 2025/2026 and what new risks the text form entails.

Note: This article is for general information purposes only and does not constitute individual legal advice. Written form requirements in commercial tenancy law are highly dependent on the specific case. Have your specific contract reviewed by a specialist lawyer.

At a glance:

1. Commercial lease agreements with a term of more than one year had to comply with the written form requirement (§ 126 German Civil Code) until the end of 2024. Since 01/01/2025, the text form requirement (§ 126b German Civil Code) is sufficient; from 01/01/2026, this will also apply to existing contracts.
2. A breach of the form does not invalidate the contract, but does make it vulnerable: the contract is deemed to be open-ended and can be cancelled with due notice.
3. Written form clauses are invalid according to BGH case law (BGH XII ZR 114/16).
4. Defects in the written form can be remedied by an addendum in the correct form - but only with effect for the future.
5. The invocation of a lack of written form is only contrary to good faith in rare exceptions (Section 242 BGB).
6. The new text form solves the old written form problem, but creates new risks - in particular unintentional contract amendments by email.

Why the written form was explosive in commercial tenancy law for decades

To understand why this issue has caused so much economic damage, one needs to know the purpose of the norm – and how far it has strayed from its original intention.

• Section 550 of the German Civil Code (BGB) stipulates: A rental agreement concluded for a period longer than one year, which does not comply with the prescribed form, is deemed to be concluded for an indefinite period. This provision also applies to commercial leases via Section 578 BGB. Therefore, the agreement is not invalid – it merely loses its fixed term. And an indefinite commercial lease agreement can be terminated by either party with the statutory notice period of six months to the end of a quarter (Section 580a para. 2 BGB) without cause.

Originally, § 550 BGB served Buyer protectionAnyone who buys a rented property automatically enters into the existing lease agreement under Section 566 of the German Civil Code („sale does not break lease“). The purchaser should be able to reliably ascertain from the contract deed the long-term commitments they are entering into. Furthermore, the written form serves a warning and evidentiary function – the parties are to be protected from hasty commitments, and the contract terms are to be provable.

In practice, however, the written form requirement became a tactical instrument. Landlords or tenants who wanted out of a long-term contract had the contract searched by a lawyer for formal errors. If a defect was found – and it almost always was – the contract could be terminated with six months' notice, despite a ten-year fixed term. The Federal Court of Justice expressly granted this right of termination to the original contracting parties as well, not just to the acquirer. The result: massive legal uncertainty in long-term commercial leases. A Overview of the special features of commercial lease agreements Find this in our separate article.

The 8 most common written form pitfalls - and why they are still relevant in 2026

With the BEG-IV reform, the statutory written form requirement for commercial leases has been dropped. So why still write about it? For three reasons: Firstly, many old contracts contain contractual Clauses requiring written form that go beyond the statutory standard. Secondly, defects in written form in existing contracts for property transactions and due diligence reviews remain relevant. Thirdly, according to prevailing opinion, the principles of document unity also survive under the new text form.

The following list summarises the most common written form defects that have arisen in practice and in BGH case law over decades:

1. Verbal collateral agreements on material contractual terms: Landlords and tenants agree with a handshake that the tenant may also use the backyard for storage. Or that ancillary costs are charged as a lump sum instead of according to consumption. Such oral agreements on essential contract contents violate the written form – even if the written main contract is flawless. In one case, the LG Düsseldorf ruled that the oral agreement alone regarding the use of an area during a shooting festival constituted a breach of the written form and made the entire contract ordinarily terminable.
2. Attachments without sufficient reference (document unity violated): A commercial lease agreement refers to an appendix containing the floor plan of the rented premises. The appendix exists but is neither physically attached to the contract nor clearly referenced in the contract text. According to the principle of documentary unity, all essential contract components must be unmistakably recognisable as belonging together. If the reference is missing, the written form requirement is violated. In one case, the Brandenburg Higher Regional Court identified three different defects of this kind in a single contract – a forgotten appendix, an unattached non-competition agreement, and a party substitution that did not comply with formal requirements.
3. Addenda without correct reference to the main contract and previous addenda: A second addendum refers to the main contract but does not mention the first addendum. The BGH has indeed relaxed the requirements here (judgment of 22.04.2015, XII ZR 55/14) – the mere designation as „2nd addendum“ can suffice if it logically follows that a 1st addendum exists. Nevertheless, the recommendation remains: explicitly link every addendum to all previous addenda. This includes a sample wording such as: „2nd addendum to the commercial lease dated [date] together with 1st addendum dated [date]“.
4. Missing or incorrect signature In the case of a public limited company (AG), only one board member signs, without an indication of their power of representation, even though joint representation is stipulated. In the case of a partnership (GbR), not all partners sign. In the case of a limited liability company (GmbH), the designation of managing director is missing. The Federal Court of Justice (BGH) has determined in a case (XII ZR 89/06) that an AG document that omits the power of representation gives the impression of being an incomplete document. Our contribution on this matter discusses this in detail. incorrect labelling of the representation of plural persons.
5. Late acceptance of the contract offer: A subtle but treacherous error. Landlord A sends the signed rental agreement to Tenant B. B only signs it weeks later and sends the copy back. If too much time elapses between the offer and the acceptance, the late acceptance is considered a new offer according to § 150 Abs. 1 BGB (German Civil Code). This new offer is then accepted by A only through conduct – for example, by handing over the keys. This conduct-based acceptance does not preserve the written form requirement. Result: The contract can be terminated with ordinary notice.
6. Subsequent increase in operating costs without written form: On 25 November 2015 (XII ZR 114/14), the Federal Court of Justice clarified that any change to the rent - including an increase in advance payments of operating costs - constitutes a material change to the contract that is subject to the written form requirement. This applies regardless of the amount: even an increase of 50 euros per month is sufficient. If the increase is only agreed verbally or by informal letter, the entire contract is „infected“ - a single addendum that is contrary to form makes the entire contract subject to ordinary cancellation.
7. Exercise of options by informal exchange of letters: Commercial lease agreements often contain extension options that the tenant can exercise through a unilateral declaration. If this exercise is done via a simple letter without a legally compliant document, a lack of written form can also be present here – with the consequence that the extension is materially effective, but the contract is considered indefinite.
8. Ancillary areas not included in the contract: The tenant has been using the cellar room beneath his retail premises and two parking spaces in the rear courtyard since the commencement of the lease. These are not mentioned in the tenancy agreement. If these areas are an essential part of the actual rental agreement, there is a breach of the written form requirement. According to the case law of the Federal Court of Justice, such ancillary areas – depending on the purpose of the tenancy – can indeed be among the essential elements of the contract.

From our consulting practice:

I advised a client from the catering industry who had taken over a long-term commercial lease for a restaurant. During the review, it became apparent that although an important facility for outdoor catering was actually used, it was not clearly designated in the contract itself and was not clearly assigned to any particular contractual document. In addition, there was only a verbal agreement regarding additional storage space in the basement. As a result, the client was able to renegotiate the contract much more effectively. The key lesson from the case: Not only the main contract, but also every annex and every ancillary agreement must be clearly documented and assigned to the contract.

Documentary unity – the core principle and its relaxation by the BGH

The documentary unit is the centrepiece of the written form issue. The term refers to the requirement that all essential contractual terms - parties, rental object, rent, term - must be contained in a single document signed by both parties. In practice, of course, the situation is different: Commercial leases regularly consist of a main contract, annexes, addenda and supplementary agreements. If these documents are not recognisable as a single unit, the written form is breached.

The „loosening case law“ of the BGH has gradually lowered the requirements. Since the judgement of 22 April 2015 (XII ZR 55/14), the BGH no longer requires a physical connection between the contractual components. It is sufficient Mental connection, which is expressed by an unequivocally recognisable reference. This means that the main contract and the annexes do not have to be stapled together - but the main contract must refer to the annexes and the annexes must make recognisable reference to the main contract.

The same applies to addenda. A formally correct addendum must refer to the main contract and, ideally, all previous addenda by express designation. Although the BGH has accepted that a „2nd addendum“ implies that a 1st addendum exists, one should not rely on this.

Practical tip - Sample wording for addenda:

„3rd Amendment to the Commercial Lease Agreement dated [Date of Main Agreement] between [Landlord] and [Tenant] concerning the commercial premises [Address, Location], including the 1st Amendment dated [Date] and the 2nd Amendment dated [Date]. Otherwise, the provisions of the lease agreement and the previous amendments remain unchanged.“

Is document unity surviving under the new text form? By prevailing opinion: yes. The substantive requirement – that all essential contractual terms are clear and coherent from the contractual documents – is independent of the form. A contract concluded in text form must also indicate which documents belong together. The risk merely shifts: instead of forgotten staples, confusing email threads and fragmented PDF versions now loom. In detail on written form for contract extensions: our contribution to Written form for the extension of commercial leases.

BEG IV 2025/2026: Textual form instead of written form – the new legal situation in detail

The Fourth Bureaucracy Relief Act has fundamentally changed the legal form requirement for commercial leases with the new version of Section 578 (1) sentence 2 BGB. The wording now reads as follows: A tenancy agreement for land or premises that are not residential premises that is not concluded in text form for longer than one year is valid for an indefinite period.

What does text form according to § 126b BGB mean?

The textual form is considerably less formal than the written form. It merely requires a legible explanation that is provided on a durable medium and identifies the explanatory person. Specifically, the following are sufficient: emails, PDFs, scanned documents, computer faxes, messages on electronic storage media. A handwritten signature is not required – nor is a qualified electronic signature. The Higher Regional Court of Munich has even indicated that WhatsApp messages can meet the textual form requirements (judgment of 11.11.2024, 19 U 200/24 e), although the Higher Regional Court of Frankfurt has assessed this differently – clarification is still needed here. Therefore, whether messenger messages such as WhatsApp meet the requirements of the textual form in individual cases has not yet been definitively clarified by higher courts.

New contracts since 01.01.2025

For all commercial leases concluded or amended from 1 January 2025, the text form shall suffice. The written form of termination as a tactical exit strategy is excluded from the outset – provided that the text form is actually observed.

Old contracts: Transition period until 01.01.2026

For commercial leases concluded before 1 January 2025, a one-year transitional period applied. Until 1 January 2026, these agreements could still be validly terminated due to defects in written form. This period has now expired. As of 2 January 2026, the text form requirement also applies to all existing agreements. Any existing formal deficiencies in written form in old agreements have thus become irrelevant – as far as only the statutory formal requirement is concerned.

The transition period was shortened if an old contract was amended after 1 January 2025. In this case, the text form already applied from the time of the amendment.

The last wave of written cancellations (2025)

The year 2025 was characterised by a wave of terminations in writing: Parties who wanted to get out of long-term old contracts used the last window of opportunity before the transition period expired. Anyone who was aware of a lack of written form had to act by 1 January 2026 - after that, the basis was gone. Some of these cases still occupy the courts today.

From our consulting practice:

At the end of 2025, I represented a client from the retail sector who wanted to break away from an economically burdensome, long-term lease agreement. During the review, it became apparent that several addenda did not properly refer to each other and that a subsequent expansion of the rental space had only been incompletely documented. Even before the transition period expired, this legal situation was used to bring considerable pressure to bear on the negotiations. As a result, the contract was terminated by mutual agreement on significantly better terms for my client.

Written form cure clauses - why the safety net has never held

For years, contract lawyers have tried to minimise the written form risk through contractual clauses. The so-called written form cure clause obliged the parties to fulfil the written form in the event of a breach of form and not to invoke the defect.

The BGH definitively rejected this approach on 27 September 2017 (XII ZR 114/16, BGHZ 216, 68). The judgement made it clear: clauses requiring written form are incompatible with Section 550 BGB as mandatory law and are therefore generally ineffective. This applies regardless of whether the clause is formulated as general terms and conditions or as an individual agreement.

The reasoning: If a written form cancellation clause were effective, it would undermine the protective purpose of Section 550 BGB - in particular the protection of purchasers. A property purchaser who enters into a rental agreement must be able to rely on the formal validity of the contractual document. A clause that subsequently „cures“ formal violations would destroy this reliability.

In our contribution to the Written form cancellation clause for commercial leases we presented a case in which a property purchaser successfully cancelled the contract due to a lack of written form despite a cure clause contained in the contract.

What replaces the cure clause under BEG IV? The statutory reduction to text form makes contractual cure clauses largely superfluous as far as the statutory form requirement is concerned. However, the parties can still agree a contractual written form clause that sets stricter requirements than the law. In this case, the contractual clause takes over the function of the old statutory written form - with new, unresolved legal consequences (more on this in a moment).

Cure of written form defects through an addendum

If a written form defect is discovered before a party gives notice of termination, it can be cured by an addendum in accordance with the form. The BGH expressly confirmed this in its ruling of 10 February 2021 (XII ZR 26/20). The requirements:

• The addendum itself must be in due form (under old law: written form; under new law: at least text form).
• The addendum must form a conceptual unit with the main contract through clear reference.
• The addendum must indicate that the remaining provisions of the main contract continue to apply unchanged.

However, the cure only works ex nunc – also from the point of the amendment, not retroactively. This means: In the period between the violation of the written form requirement and its rectification, either party could have given ordinary notice. If notice has already been given and received, a subsequent amendment will no longer help.

Practical tip: If you discover a lack of written form in an existing contract and want to continue the tenancy, act immediately. Conclude an addendum in the correct form, which records the entire content of the contract in writing - including the points that were previously only agreed verbally or contrary to form - and links them to the main contract. Time is the enemy - every day without a cure is a day on which the other party could terminate.

Breach of trust (Section 242 BGB) - when the invocation of the formal defect fails

In rare exceptional cases, termination due to a lack of written form can be rejected as contrary to good faith. However, the hurdle is high: the Federal Court of Justice requires a „wholly untenable outcome“. Case law has developed three categories of cases:

Case group 1: Culpable failure to comply with the written form

One party has deliberately or culpably prevented the other from complying with the written form - for example, by acting in the knowledge that the form was required when the contract was concluded, with the intention of invoking the defect later. This group of cases is rare in practice because it is difficult to provide evidence.

Group of cases 2: Threat to existence

The termination threatens the economic existence of the terminated party. However, case law has high requirements here: The OLG Celle (judgement of 30.06.2023, 2 U 27/23) and the KG Berlin have made it clear that the impending insolvency of a Corporation (GmbH, AG) is generally not sufficient. Existence endangerment as a ground for acting in bad faith is tailored to natural persons who, in reliance on the tenancy, have literally organised their existence around the use of the property – for instance, a doctor who would lose their practice rooms and cannot find equivalent rooms in the vicinity. Our contribution to Breach of trust due to lack of written form explains the requirements in detail.

Case group 3: Unilaterally advantageous agreement contrary to form

A party uses a subsequent amendment to the contract that favours only itself and that was not in the correct form as leverage to withdraw from the entire contract. On 25 November 2015 (XII ZR 114/14), the Federal Court of Justice clarified that this behaviour can be contrary to good faith. If, for example, the tenant has agreed a rent reduction that is favourable to them in a way that is contrary to form and then invokes this very formal defect in order to terminate the contract as a whole, this is contrary to good faith.

Special case: The purchaser (§ 566 BGB)

The purchaser of the property, who enters into the tenancy agreement by operation of law, is less restricted in his right to invoke defects in the written form than the original contracting parties. Even if the former landlord would have been barred from invoking the formal defect in accordance with Section 242 BGB, the purchaser can in principle invoke the same defect. The protection of the purchaser is ultimately the main purpose of the standard.

From our consulting practice:

I represented a client in the healthcare sector who had to defend themselves against the premature termination of a long-term commercial lease agreement. The opposing party invoked a formal defect, even though the relevant contract amendment had previously been initiated by them and was economically advantageous to them. Consequently, the defence of acting in bad faith played a central role in the legal assessment. This line of argument alone significantly strengthened my client's position in the dispute. The case demonstrates that a party cannot consistently rely on a formal defect in every situation if they themselves caused the problematic arrangement or initially benefited from it.

Written form and text form in comparison

Feature	Written form (§ 126 BGB) - until 31.12.2024	Text form (§ 126b BGB) - since 01.01.2025
Signature	Hand-signed by all parties on the same document	Not required; naming the person explaining is sufficient
Medium	Original document	Any permanent data carrier: email, PDF, scan, USB stick
Certificate unit	Required (mental connection is sufficient)	Still required post-op - but requirements unclear
Legal consequences in case of violation	Contract is considered indefinite → can be cancelled with notice	Same legal consequence (§ 550 BGB new version)
Written form clause	Invalid (BGH XII ZR 114/16)	No longer relevant for statutory text form; open for contractual written form clauses
Scope	Commercial leases >1 year (until 31.12.2024)	Commercial lease agreements >1 year (from 01.01.2025; existing contracts from 01.01.2026)
Residential leases	A written form still applies	No change - § 550 BGB in the old version continues to apply

The NEW risks according to BEG IV – what you need to watch out for now

The reform has solved the old written form problem, but has created new risks. Three of these deserve particular attention:

Risk 1: Unintentional contract amendment by e-mail

Under the old legal situation, an agreement made verbally or by email could be materially effective, but violated the written form requirement - with the familiar legal consequences. The new text form changes the situation: a rent increase confirmed by email, a text message in which the landlord agrees to an increase in space or a WhatsApp exchange about changed advance payments for operating costs can now constitute a formally effective amendment to the contract. Without a written form problem, without vulnerability - but also without the parties being aware that they have just concluded a binding contract amendment.

This is particularly dangerous in negotiations that are supposed to be non-binding. Under the old written form, it was clear that as long as no paper was signed, nothing was binding. This interpretation argument largely no longer applies under the text form.

Practical tip - e-mail disclaimer:

We recommend that all contracting parties use a disclaimer in correspondence relating to rental agreements:

„This exchange of emails is solely for the purpose of non-binding discussion. Contractual amendments and additions to the rental agreement dated [Date] shall only take effect by means of a separate agreement expressly designated as binding.“

In addition, a letter of intent (LOI) is recommended at the start of contract negotiations, which makes it clear that a contract is only concluded when the authorised representatives sign it.

Risk 2: Contractual form requirements in existing contracts – Conflict with new law

Many old contracts contain clauses such as: „Amendments and supplements to this contract must be made in writing.“ What will happen to such clauses after 01.01.2026?

The answer depends on whether it is a simple or a double letter clause. A Simple written form clause can generally be amended by a prior individual agreement - also verbally or in text form (Section 305b BGB). A double acknowledgement clause, which also binds the amendment of the written form clause itself to the written form, is harder to circumvent, but according to the BGH's case law can also be overridden by a prior individual agreement if the clause has the character of general terms and conditions.

The legal uncertainty lies in the legal consequence of a breach of a contractual (not statutory) written form clause. Under the old law, a breach of the statutory written form led to ordinary termination. Does a breach of a contractual written form clause lead to the same result? Or is the amendment agreement simply void? Or ineffective? Or valid because the individual agreement takes precedence? These questions have not yet been clarified by the courts.

Practical Tip – Review Old Contracts:

Check your existing commercial leases for contractual written form clauses. Actively decide whether you want to retain this clause, adapt it to „text form“ or delete it altogether. An addendum that updates the written form clause creates clarity and avoids disputes. The recommendation: Negotiate written form clauses in new contracts individually (not as general terms and conditions) and expressly regulate the desired legal consequences in the event of breaches.

Risk 3: Due diligence in property transactions

For property buyers, checking the written form used to be a standard part of any due diligence process. Under the old legal situation, it was relatively easy to assess the completeness of a rental agreement based on the physical contract document. This becomes more difficult under the text form: contract amendments can be hidden in email histories that do not appear in the data room or in the contract folders. The completeness of the contract documentation is therefore more difficult to prove.

Our recommendation for purchasers: Get the seller to guarantee that all tenancy agreement terms – including informal side agreements and email correspondence with contractual content – have been fully disclosed. And for landlords: Keep a central contract file documenting not only the main contract and supplements, but also all relevant emails.

From our consulting practice:

I advised a client from the property investment sector on the purchase of a city centre commercial building as part of the due diligence process. It turned out that significant agreements in the lease agreement were not documented in formal addenda, but only in older e-mail correspondence and informal agreements. This particularly affected the utilisation of space, operating costs and special rights of individual tenants. These documentation gaps significantly increased the legal and economic risk of the transaction. My client therefore insisted on additional guarantees, disclosure obligations and commercial safeguards in the purchase agreement. The case shows that under the new text form law, not only the content of the contract, but above all the completeness of the documentation becomes the central touchstone.

Checklist: How to check your commercial lease for vulnerability

These ten points will help you identify weaknesses in your existing commercial lease—whether you are a tenant, landlord, or investor:

1. Was the contract concluded before or after 1 January 2025? For new contracts from 2025, text form will suffice. For existing contracts, text form has been sufficient since 01.01.2026 – but contractual written form clauses may still apply.
2. Does the contract contain a written form clause? If so, is it formulated as a single or double clause? GTC or individual agreement? Does it still comply with the new law?
3. Are all investments named in the contract and clearly assigned? Missing references are the most common type of defect.
4. Are all addenda numbered consecutively and do they refer to the main contract and all previous addenda?
5. Were contract amendments documented in the correct form after the main contract was concluded? Verbal agreements, informal correspondence or e-mails without express contractual characterisation are sources of risk.
6. Have all parties – and in the case of legal entities, all authorised representatives – signed the contract correctly? For GbR: all partners. For AG: check representation addendum.
7. Were operating cost prepayments increased after the contract was concluded? Any permanent increase in the BKI must be agreed as a material amendment to the contract, in the prescribed form.
8. Have option rights been exercised in due form? A simple letter can constitute a defect under formal law.
9. Does the tenant use areas that are not listed in the rental agreement? Ancillary areas (basements, parking spaces, open spaces) can be essential contractual components.
10. Is there any e-mail correspondence that could be interpreted as a binding contract amendment under the new text form law? Search the correspondence for tenancy agreement-related commitments.

Three perspectives - what tenants, landlords and investors should do now

If you are a tenant and want to get out of the contract

The possibility of exiting a long-term existing contract due to a lack of written form has largely ceased to apply to the statutory form requirement since 01/01/2026. However, check whether your contract contains a contractual written form clause and whether it has been breached. Alternatively, mutual termination or – if there is an important reason – a cancellation without notice Consideration.

If you are a landlord and want to protect your contract

Carry out a systematic review of your tenancy agreements using the above checklist. Correct any defects discovered by means of formal addenda. Update outdated written form clauses. And implement an email disclaimer policy for your property management company to prevent unintentional amendments to contracts in text form.

If you are an investor and conduct due diligence

The old written form risk has been reduced, but not eliminated. Contractual written form clauses, undocumented ancillary agreements and fragmented email correspondence remain sources of risk. Demand full disclosure of all lease-related correspondence - not just formal addenda. And in the case of old contracts, check whether written form deficiencies may have been used in the 2025 transition phase to terminate contracts that are now leading to eviction disputes.

From our consulting practice:

I advised a client from the catering industry (operator of canteens) who wanted to legally secure a long-term commercial lease agreement and at the same time improve his negotiating position vis-à-vis the other party. The focus was on several incompletely documented addenda, ancillary areas not expressly included and the question of whether older agreements had still been included in the contractual relationship in a formally effective manner. After a thorough examination, I recommended that the critical points should either be rectified by means of a clear addendum or specifically included in the ongoing negotiations. This enabled the contractual relationship to be legally stabilised and at the same time made more economically favourable. The case shows that a proper formal review often not only eliminates risks, but also opens up considerable room for negotiation.

Frequently asked questions

What happens if a commercial tenancy agreement does not comply with the written form?

The contract is effective but considered perpetual – and can be terminated by either party with the statutory notice period. From 01/01/2026, this will only apply to breaches of the written form (or of contractual written form clauses).

Will the written form still apply to commercial leases from 2025?

The statutory written form has been replaced by the text form. However, contractual written form clauses can impose stricter requirements. More on this in the section on new risks after BEG IV.

What is the deed unit?

The requirement that all essential contract terms must be evident from a single, coherent document. Physical connection is not necessary, but a clear conceptual reference is. Details can be found in the section on document unity.

Are written form clauses effective?

No – since the BGH ruling of 27.09.2017 (XII ZR 114/16), it is finally not possible. Details in the section on form-healing clauses.

Can a lack of written form be cured?

Yes, by means of a formally correct addendum – but only with effect for the future. Details in the section on curing.

When is the invocation of a lack of written form contrary to good faith?

Only in exceptional cases: culpable hindrance of the observance of form, existential threat (for natural persons), or exploitation of a one-sidedly advantageous non-compliant agreement. For limited liability companies as tenants, the existential threat typically does not apply.

Can a limited liability company claim that its existence is jeopardised?

Practically not. KG Berlin and OLG Celle have denied this - the mere threat of insolvency of a corporation is not sufficient.

What new risks does the text format bring?

Main risk: unintentional contract amendments by e-mail. In addition: Conflict between contractual written form clauses and statutory text form; more difficult due diligence. Recommendations in the section on new risks.

When you need legal advice

For decades, the written form requirement in commercial tenancy law was the most technically complex source of error in German lease law. The BEG IV reform has simplified the situation – but hasn't answered all questions. Contractual written form clauses, the interaction between old and new law, the open questions regarding the unity of documents under the text form requirement, and the new risks of unintentional e-mail contract conclusions continue to necessitate legal advice.

Whether you want to have an existing contract checked for vulnerability, use a lack of written form for a termination, defend yourself against a termination without written form, or adapt your contractual landscape to the new text form: we will advise you specifically and results-oriented.

Have your commercial lease checked - free initial assessment

Telephone: 0221 - 80187670

E-Mail: info@mth-partner.de

Solicitor Helmer Tieben · Sachsenring 34 · 50677 Cologne

Important Note: The content of this article has been prepared to the best of our knowledge and belief. However, due to the complexity and constant evolution of the subject matter, we must exclude liability and warranty. The content of this post has been created to the best of our knowledge and belief. However, the complexity and constant changes in the subject matter make it necessary to exclude liability and warranty. If you require legal advice, please call us without obligation on 0221 – 80187670 or send us an email at info@mth-partner.de.