Here’s a practitioner-style explainer on Commercial Tenant Rights Inside Shopping Malls (Philippine context). It’s written for shopowners and operators (retail, F&B, services) and tracks the Civil Code on lease, standard mall-lease practice, and typical LGU/BIR/BFP compliance. This is general information—not legal advice for your exact facts.

1) First principles: what kind of contract is a mall “lease”?

Most mall tenancies are leases of commercial space governed by the Civil Code on Lease—but with many operator-imposed rules (house rules, fit-out manuals, merchandising standards). Some documents are styled “Lease of Space,” “Retail Concession,” or “Tenancy Agreement.” Regardless of the label, courts look at substance: exclusive possession of a defined premises for rent = a lease.

Freedom to contract (Art. 1306, Civil Code) lets parties agree on terms not contrary to law, morals, or public policy. Unconscionable, impossible, or illegal provisions are void, but valid terms remain.
Contracts of adhesion (preprinted mall forms) are generally binding if knowingly accepted, but ambiguities are construed against the drafter. Oppressive clauses can be struck down case-by-case.

2) Core rights of a commercial tenant (by law)

Even when your lease is silent, the Civil Code implies these rights:

Peaceful possession (“quiet enjoyment”) The landlord must deliver the premises and maintain you in peaceful and adequate enjoyment for the term, barring lawful interruptions.
Use consistent with agreed purpose If your lease says “café,” the landlord can’t later forbid lawful café operations absent safety or legal grounds.
Against hidden defects Landlord answers for hidden defects that make the premises unfit or dangerous, unless waived with full knowledge.
Repairs
- Ordinary repairs: generally tenant.
- Necessary/structural repairs (roof, structural slabs, main risers): landlord, within a reasonable time after notice. If urgent and ignored, the tenant may do and charge or seek rent reduction/rescission depending on gravity.
Rent reduction or rescission If the premises becomes partly unfit through no tenant fault (e.g., persistent leaks, failure of essential services within landlord control), proportional reduction of rent may be justified; rescission for total/essential loss of use.
Non-disturbance by third-party claims If a third party asserts better title and you’re disturbed, you can demand warranty (unless you assumed the risk).
Subrogation on sale Buyer of the mall takes it subject to existing leases unless the lease says otherwise (or is unregistered and buyer is in good faith—registration can matter for long terms).

3) What’s special about mall leases (and typical rights you should insist on)

A) Rent structure and pass-throughs

Base Rent + CUSA/CAM (Common Use Service Area/Common Area Maintenance) + marketing/promotional fund + utilities + percentage rent (a % of gross sales above a threshold) are common.
Right to audit CUSA/CAM: Ask for an annual statement and supporting schedules; negotiate an audit right within X days of issuance and caps or baskets on controllable expenses.
Gross sales definitions: Exclude VAT/returns/voids/discounts mandated by law (Senior/PWD/solo parent), gift certificate breakage (negotiable), inter-store transfers, and tips (F&B).

B) Turnover, fit-out, and opening

Clear turnover date (with punchlist) and rent-free fit-out period (15–60 days typical).
Landlord delays (late utilities, incomplete base building) → opening date deferral and no rent until substantial completion.
Reasonable approval of plans and no fee for ordinary revisions; fit-out deposits refundable after close-out.

C) Operating obligations

Mall hours: You must open/close with the mall (force majeure and safety exceptions).
Merchandising standards: Reasonable, content-neutral, and applied uniformly.
Signage: Right to primary fascia signage per guidelines; directory visibility; no arbitrary removal.

D) Exclusivity and competition

Product exclusivity (rarely absolute) should be specific and reasonable (brand/category, radius, carve-outs for anchors).
Radius clauses limiting your other stores: make them limited in time and distance; exclude online unless expressly agreed.
Relocation: If the landlord reserves a right to relocate you, require at least equivalent foot traffic, same rent, landlord bears all move/fit-out costs, and right to refuse during peak seasons.

E) Service interruptions

Utilities controlled by landlord (chilled water, power feeders, grease traps): if interrupted beyond a grace period not due to tenant, negotiate rent abatement and, for long outages, a termination right.

F) Sales reporting & audits

Standardized POS reports. Tenant should retain data ownership; landlord gets read-only sales summaries needed to compute % rent. Protect customer PII (Data Privacy Act).

G) Options and renewal

Renewal options: Make them tenant options, with clear notice windows, capped escalation (e.g., CPI-linked or fixed ladder), and no “at landlord’s sole discretion” qualifiers after you meet conditions.

H) Sublease/assignment

Many mall forms prohibit assignment/sublease. Negotiate consent not to be unreasonably withheld, especially for affiliate transfers, M&A, or franchise conversions.

4) Money: deposits, bonds, taxes, and receipts

Security deposit: Usually 2–6 months of base rent/CUSA. It’s not advance rent, must be returned at end (net of lawful charges) within a defined period; require escrow or interest if held long term (negotiable).
Advance rent: Typically 1–2 months, applied to last months of the term.
Performance/fit-out bond: Common during construction; require automatic release on turnover acceptance.
Withholding tax on rent: Tenants acting as withholding agents must withhold and remit (unless exempt situations). Keep BIR Form 2307 updated; lease should acknowledge statutory withholding.
VAT: Commercial rent is generally VATable if the lessor is VAT-registered; ensure invoices/ORs reflect VAT correctly.
Official receipts: Demand ORs for every payment; % rent should be reconciled monthly/quarterly with a final year-end true-up.

5) Compliance in malls (who does what)

LGU Business Permits: Tenant applies for Mayor’s/Business Permit, sanitary permit (F&B), fire safety clearance, SMV sign permit (often via landlord’s umbrella), DOLE compliance (OSH posters, safety committees as applicable).
BFP: Landlord handles base-building systems; tenant handles in-store sprinklers/hoods/extinguishers and secures FSIC for tenant fit-out before opening.
Food & Health (F&B): Health cards for staff, grease trap maintenance, potable-water compliance, no-smoking signage, allergen/permit postings.
Music/IP: If you play music, settle relevant public performance licenses (e.g., collective management orgs).
Data privacy: Landlord CCTV is typical; tenants using CCTV/loyalty programs/Wi-Fi must post privacy notices, secure consents, and safeguard PII.

6) Default, penalties, and termination—tenant protections to build in

Cure rights
- Monetary default: at least 10–15 days after written notice.
- Non-monetary default: 30 days to cure if curable; longer for structural/special parts if diligently pursued.
No self-help lockouts without due process
- Landlords often reserve lockout/disconnection powers. Insist on prior written notice, statutory grace/cure, and no seizure of tenant goods (no general “landlord lien” by default under PH law). Forcible entry without process can expose the landlord.
Termination
- Termination should be proportionate, after notices and cure. “Material breach” must be defined; repetition thresholds for minor breaches.
Liquidated damages & penalties
- Demand caps and reasonableness. Excessive daily penalties for late opening or early closing can be challenged as unconscionable.
Holdover
- If you outlast the term with landlord consent, the Civil Code implies month-to-month at existing terms unless the lease says otherwise. Negotiate controlled holdover rent (e.g., 110–120% of last rent), not punitive rates, and right to store-out inventory.
Disputes
- Venue near the mall city; allow mediation (e.g., PDRC) or arbitration only if cost-sensible for SMEs. Court injunctions remain available for unlawful lockouts.

7) Casual clauses that bite (read these carefully)

Sales reporting & audit: Limit lookback period (e.g., 24 months), once per year, at tenant’s store during business hours, landlord pays if variance < X%.
Operating covenants: Set exceptions (illness, supply shocks, utilities failure, force majeure). Remove per-hour penalties; replace with reasonable liquidated damages.
Go-dark rights (rare but valuable): If the mall’s co-tenancy collapses (e.g., loss of anchors or X% GLA occupancy), allow rent reduction or right to terminate.
Relocation: As above—make optional, landlord-paid, with footfall equivalency.
Early termination for business underperformance: Hard to get, but negotiate for new concepts or trial pop-ups.
Mall rules incorporation: Ensure house rules can’t be changed to materially worsen your bargain without your written consent.

8) Insurance & risk

Tenant: Commercial general liability, products liability (F&B), fire and extended coverage for improvements, plate glass, money & securities, business interruption (consider), employer’s liability.
Landlord: Insures structure/common areas; provide waiver of subrogation and mutual waiver of consequential damages for common-area failures.
Indemnities: Limit yours to losses caused by your negligence, exclude landlord’s willful misconduct/structural defects.

9) Force majeure & business interruption

Define force majeure (acts of God, government closures, epidemics, utility failures outside landlord control).
Rent abatement during mandatory closures or when premises unusable without tenant fault; % rent should naturally drop with sales.
Co-tenancy/footfall triggers can support abatement in severe cases (negotiate).

10) Practical timelines & documents

Letter of Intent (LOI) → clarifies rent, term, size, use, fit-out period, deposits, turnover date, exclusivity (if any).
Form lease review: 1–2 weeks; push an Amendment Sheet listing negotiated overrides.
Fit-out: 2–8 weeks; require base-building readiness certificate first.
Pre-opening clearances: FSIC (tenant), Business Permit, sanitary/health (F&B), POS registration where relevant.

11) Remedies when things go wrong

Persistent leaks/defects: Written notices → abatement request → self-help repair with set-off (only if clearly allowed) → rescission for total loss of use.
Unlawful lockout: Document, demand immediate access, consider injunction (urgent relief) and damages.
Unfair charges: Request back-up, trigger audit rights, pay under protest if needed while preserving rights.
Eviction notices: Check notice + cure; if landlord sues for unlawful detainer, defenses include payment, waiver, improper notices, illegal charges, or partial unfitness.

12) Checklists

Before you sign

✅ Clear use and exclusivity (if any)
✅ Rent box (base, % rent, CUSA/CAM, marketing, utilities) and caps
✅ Turnover & fit-out milestones; punchlist and rent-free period
✅ Service interruption → abatement/termination
✅ Sales reporting definitions and privacy
✅ Renewal option terms and escalation formula
✅ Cure/termination mechanics; no arbitrary lockouts
✅ Relocation (optional + landlord-paid)
✅ Insurance & indemnity balance
✅ House rules freeze or consent requirement for material changes

Pre-opening

✅ FSIC (tenant), Business Permit, sanitary/health cards (F&B)
✅ POS/OR setup, BIR signage, Senior/PWD/solo parent compliance
✅ Grease trap, hood, exhaust (F&B) tested; waste contracts
✅ Signage approvals installed

Ongoing

✅ Keep rent/OR/2307 files current
✅ Track CUSA/CAM statements and audit windows
✅ Maintain incident log for leaks/interruptions (supports abatements)
✅ Renew permits on time; maintain insurance
✅ Staff refreshers on fire safety and customer rights signage

13) Sample protective clause snippets (orientation only)

Rent abatement for service failures

“If Tenant is prevented for more than 48 consecutive hours from conducting business in the Premises due to interruption of essential services within Landlord’s control (power feeders, chilled water, structural leaks), then Base Rent and CUSA shall abate pro rata for the period of interruption until restoration.”

Relocation (optional)

“Landlord may propose relocation to premises of equal or better size, frontage, and foot traffic; Tenant may accept at its option. Landlord bears all relocation/fit-out costs, and rent shall not increase for the balance of the term.”

Audit right (CUSA/% rent)

“Tenant may, within 180 days of receipt of the annual statement, inspect and audit Landlord’s records during business hours. If variance exceeds 3%, Landlord pays the audit cost and promptly credits overcharges.”

Bottom line

Inside a Philippine mall, your rights flow from (1) the Civil Code lease safeguards—quiet enjoyment, suitability, repairs, and proportional remedies—and (2) what you negotiate against the mall’s form. Focus on clear rent mechanics, service-failure abatements, reasonable operating covenants, privacy-safe sales reporting, fair termination/cure, and practical fit-out/turnover rules. Get the LOI right, attach an amendment sheet, and keep tight compliance and paper trails once you’re operating.

If you tell me your mall, unit size, concept, offered rent box, and where the draft is rough, I can mark up a tenant-friendly amendment sheet you can propose right away.