Roof and Structure Clause: Higher Regional Court Frankfurt Strengthens Landlords

Judgment of the Higher Regional Court Frankfurt of October 16, 2025 – Ref. 14 U 103/20

 

The so-called “Roof and Structure Clause” is a common point of contention in commercial tenancy law. With the judgment of October 16, 2025 (Ref. 14 U 103/20), the Higher Regional Court (OLG) Frankfurt once again emphasized the importance of such clauses, clarifying that landlord obligations can be effectively limited by contractual agreements in the commercial sector – provided that the agreement is sufficiently specific and the contract content, as a whole, is solid.

Especially in commercial leases, it is common to individually distribute maintenance and repair obligations between the parties. The “Roof and Structure Clause” essentially describes: The landlord remains responsible for the fundamental building structure (in particular, the roof, load-bearing parts, and the outer building shell), while the tenant typically assumes responsibility for the “interior” – such as interior fittings, equipment, technical installations within the rental space, and other non-load-bearing elements.

 

Legal Background: Deviations from statutory obligations in commercial tenancy law

 

The starting point is that the landlord is generally obligated under statutory guidelines to maintain the rented property in a condition suitable for contractual use. However, in commercial tenancy law, contractual deviations from this are possible to a significantly greater extent than in residential tenancy law. What the parties have agreed upon is decisive – and how this agreement is to be interpreted in each individual case.

Important for Practice: Content controls can play a role in standard contractual clauses (General Terms and Conditions). Whether a clause is considered individually negotiated or evaluated as general terms can therefore be decisive. Regardless of this, the broader the formulation, the greater the potential for disputes.

 

No clear definition of “Structure”

 

The term “Structure” is not clearly defined by law. This often leads to conflicts in practice: The scope of landlord obligations largely depends on how broadly “Structure” is understood. In disputes, it regularly concerns the demarcation between essential structural components (rather a landlord obligation) and components without load-bearing or structural function (rather a tenant obligation, if so agreed).

 

The Case: Sale-and-Lease-Back and Renovation Costs in the Millions

 

In the decided case, the State of Hesse and a landlord were in dispute. The state had sold several properties under a sale-and-lease-back model and subsequently leased them back long-term. The lease contained a Roof and Structure Clause, according to which the landlord was solely responsible for “Roof and Structure.”

Since 2009, significant damage occurred to the interior plaster and load-bearing components. The State of Hesse demanded an advance of around 10 million euros for renovation measures from the landlord.

The Fulda Regional Court had already dismissed the lawsuit. The Higher Regional Court Frankfurt confirmed this decision, clarifying that the contractual agreement is valid, and the landlord’s statutory maintenance obligations in the specific contract were effectively limited.

 

Interpretation of the term “Structure”: Interior plaster is not included

 

The focus of the decision was the interpretation of the term “Structure.” According to the view of the Higher Regional Court Frankfurt, “Structure” covers only those components essential for the construction and functionality of the building. These primarily include load-bearing elements and the outer building shell.

In the court’s view, the interior plaster is expressly not included. It is merely a non-load-bearing coating without structural function. Consequently, its maintenance – with an appropriate contractual distribution – does not fall within the landlord’s responsibility.

Systematic considerations also supported this result: The external plaster was explicitly assigned to the landlord in the contract; a corresponding regulation for the interior plaster was missing. The court interpreted this as a deliberate distinction.

A general public perception claimed by the state, whereby interior plaster regularly falls under “Roof and Structure,” could not be established by the Higher Regional Court Frankfurt. General indications of an alleged practice are insufficient for this.

 

Consequences for Practice: Narrow Interpretation Relieves Landlords

 

The decision has significance beyond the individual case:

• Roof and Structure Clauses are to be interpreted rather narrowly : The essential structural parts and the outer shell are decisive.
• Tenants bear an extensive maintenance risk, if “everything except Roof and Structure” is assigned to them – even for substantial costs, as long as the measures are not assigned to the core of the building structure.
• Burden of Proof and Presentation are Practically Relevant : Those who rely on a differing interpretation (e.g., due to alleged industry practice) must substantiate these circumstances.

Especially in long-term contracts and complex transactions such as sale-and-lease-back, the maintenance regime can be economically more important than the mere rent, as it can shift cost risks over decades.

 

Precise Contract Design: Specifically Mention Components and Responsibilities

 

The judgment underscores the importance of clear contract design. Unclear or too generic regulations pose significant economic risks. It is therefore advisable to regulate maintenance and repair not only abstractly (“roof and structure”), butconcretely for example by:

• Enumerating individual components (e.g., roof covering, supporting structure, exterior facade, windows, lines, climate/ventilation systems, interior plaster, floor structures),
• Distinctions by location (outside vs. inside) and function (load-bearing vs. non-load-bearing),
• Regulations on inspection/maintenance intervals and documentation obligations,
• Mechanisms for cost thresholds, maintenance budgets, reserves or allocation/reimbursement models,
• Provisions for defect reporting, setting deadlines, and coordinating measures.

In particular, the parties should avoid having to rely on vague terms or mere conventions in the event of a dispute.

 

General views are not enough: Substantiation is required

 

The Higher Regional Court of Frankfurt also makes it clear: Anyone who wants to justify a specific interpretation with an alleged general view or industry practice must present this specifically in the process and prove it if necessary. General claims (“this is how it’s done”) are usually insufficient.

 

Conclusion

 

The judgment of the Higher Regional Court of Frankfurt (October 16, 2025 – Ref. 14 U 103/20) provides important guidance on the scope of roof and structure clauses in commercial tenancy law. “Structure” mainly includes structurally significant components, while interior plaster is typically not included. For landlords, this means clearer limitation of liability and cost risks; tenants should carefully calculate the contractual maintenance regime before concluding the contract and specify it where necessary.

Note: This article is for general information purposes and does not replace a case-by-case examination.

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