Ohio Court Upholds Landlord’s Right to Accelerated Rent Without Mitigation in Commercial Lease – KJK

In another significant win for commercial landlords, an Ohio Court of Appeals recently affirmed the enforceability of a lease provision allowing a landlord to recover accelerated rent without any duty to mitigate damages. In CSRA Columbus OH Fitness Master Lessee, L.L.C. v. Fitness & Sports Clubs, L.L.C., 2025-Ohio-2645, the court held that sophisticated commercial parties may contractually waive the landlord’s duty to relet a premises or mitigate damages following a tenant’s default. The case is a powerful reminder of how commercial lease provisions—if carefully drafted—can meaningfully shift risk in a landlord’s favor.

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Case Background

CSRA Columbus (landlord) leased commercial space in Powell, Ohio to Fitness & Sports Clubs, LLC (tenant), with Fitness International, LLC serving as guarantor. The 20-year lease ran through December 2027 and included provisions for rent acceleration and a waiver of mitigation if the tenant defaulted.

After the tenant unilaterally surrendered the premises in March 2023, the landlord declared a default and sued both the tenant and guarantor. The trial court granted summary judgment for CSRA Columbus, awarding over $6.6 million in damages, including three and a half years of accelerated rent.

The defendants appealed, arguing that the landlord was not entitled to accelerated rent without first attempting to re-lease the property. However, the appellate court rejected that argument, holding that the lease clearly and unambiguously waived any duty to mitigate. Thus, the appellate court affirmed judgment against the tenant and guarantor.

The case aligns with other Ohio appellate decisions—such as Naiman Richmond Properties, Ltd. v. Brand Castle, L.L.C., 2024-Ohio-2910 (8th Dist.)—which reaffirm that courts will enforce the express terms of commercial leases, including provisions addressing damages for tenant defaults.

Key Takeaways for Commercial Landlords and Tenants

Contractual Waivers of Mitigation Are Enforceable in Ohio
- Ohio courts generally require landlords to mitigate damages after a tenant default—unless the lease says otherwise.
- The court reaffirmed that sophisticated commercial parties can waive the duty to mitigate through clear language in the lease.
Acceleration + Waiver = Full Recovery
- The lease in question allowed for the recovery of all remaining rent through the end of the lease term, whether or not the space was relet.
- The court found this type of acceleration clause, coupled with a waiver of mitigation, did not constitute a penalty or an unenforceable windfall.
Clear, Unambiguous Lease Terms Will Be Enforced
- The decision emphasized the importance of unambiguous contract language, especially between commercial entities.
- Courts will enforce such provisions as written, even if they appear harsh or one-sided, provided they were freely negotiated.

Conclusion

The CSRA Columbus decision underscores that courts in Ohio will enforce the bargain struck by commercial parties—even when that bargain waives otherwise standard protections like mitigation. For landlords, it’s a reminder to draft leases thoughtfully and deliberately. For tenants, it’s a cautionary tale about the financial consequences of default under a well-drafted lease.