1) The core idea: contract can allocate tasks, but it cannot erase safety duties imposed by law

In Philippine practice, lease contracts often contain clauses like:

“Premises are leased as-is/where-is.”
“All repairs and maintenance shall be for the Lessee’s account.”
“Lessor shall not be liable for any injury, loss, or damage arising from the premises.”
“Lessee assumes all risk in the use/occupation of the premises.”

Parties do have broad freedom to stipulate terms. But that freedom is not unlimited: stipulations cannot be contrary to law, morals, good customs, public order, or public policy (Civil Code, Art. 1306). Building and occupant safety is treated by the legal system as a public-policy concern. As a result:

A lessor may contractually assign certain maintenance functions to the lessee (e.g., routine upkeep, tenant-specific fit-out), but
A lessor generally cannot contract away non-waivable duties (statutory/regulatory compliance) or escape liability for unlawful acts, fraud, and gross/willful negligence, nor use contract language to defeat the rights of third persons who were never parties to the lease.

So the real question is not whether the lease contains a “tenant assumes responsibility” clause—almost every commercial lease does—but what duties remain with the lessor as a matter of law, and what the clause can realistically accomplish (often: reimbursement/indemnity between parties, not immunity from liability).

2) Primary civil-law foundation: the lessor’s obligations under the Civil Code lease provisions

2.1 The lessor’s baseline obligations are built into the law

Philippine lease is governed by the Civil Code provisions on lease. A central anchor is the lessor’s obligation to:

Deliver the thing leased in a condition fit for the use intended;
Make necessary repairs during the lease to keep it suitable for the use for which it was intended; and
Maintain the lessee in the peaceful and adequate enjoyment of the lease for the duration.

These duties are classically expressed in Civil Code, Art. 1654.

Even if a contract tries to push “all repairs” to the lessee, these statutory duties strongly support the principle that a lessor cannot simply hand over a dangerous or noncompliant structure and declare the risk transferred by words alone—especially where the issue is structural integrity or code compliance that is fundamentally the owner’s responsibility.

2.2 “Necessary repairs” vs “minor repairs” and tenant-caused deterioration

A practical legal divide (and frequent litigation trigger) is distinguishing:

Necessary repairs (often major, structural, or systems-level repairs needed to keep the premises fit and safe), versus
Minor repairs or routine upkeep attributable to ordinary wear and tear and day-to-day use, and
Deterioration or damage caused by the lessee’s fault, negligence, misuse, or unauthorized alterations.

A lease can validly assign routine maintenance and minor repairs to the lessee and can make the lessee liable for damage it causes. But where the defect is inherent, structural, code-related, or tied to the building’s core systems, courts tend to treat attempts to disclaim all lessor responsibility with skepticism—particularly if the effect is to legalize unsafe conditions.

2.3 The lessee’s duty to notify does not cure an unsafe building

The Civil Code also places responsibilities on the lessee, such as:

Paying rent and using the premises with proper diligence (Civil Code, Art. 1657); and
Notifying the lessor of the need for repairs and of disturbances or usurpations (commonly associated with Art. 1659).

These duties matter for allocating fault and damages. But they do not transform an intrinsically unsafe building into a safe one, nor do they convert the lessor’s statutory obligations into a nullity. A tenant’s failure to promptly notify may reduce or apportion liability in particular circumstances, but it is not a magic shield if the lessor’s negligence or regulatory noncompliance is the real cause of harm.

3) Contract law limits: what lease stipulations can and cannot do

3.1 Freedom to contract has hard boundaries

Civil Code, Art. 1306 allows contractual freedom within the bounds of law and public policy. Also, contracts have the force of law between the parties (Civil Code, Art. 1159)—but only insofar as the stipulations themselves are lawful.

3.2 Clauses that attempt to waive liability: strict construction and public-policy constraints

Lease contracts often include “hold harmless,” “assumption of risk,” and sweeping “no liability” clauses. In evaluating them, the following principles matter:

Fraud cannot be waived in advance. Any waiver of action for future fraud is void (Civil Code, Art. 1171).
Negligence liability is not freely erasable, especially where the clause would cover gross negligence, willful misconduct, or violations of law. Civil Code provisions on breach and negligence (e.g., Arts. 1170–1173) support the idea that negligence consequences remain “demandable,” and courts may regulate liability according to circumstances.
Public-safety duties are not just private rights. A clause that effectively encourages or permits building-code or fire-code violations is vulnerable as contrary to public policy.
Third persons are not bound. Even if an exculpatory clause binds lessor and lessee in their private relationship, it typically does not defeat the claims of non-parties (customers, visitors, neighbors) who are injured by unsafe premises.

Practical bottom line: Many “Lessor not liable for anything” clauses function more as risk-allocation tools between the contracting parties (indemnity, insurance obligations, reimbursement) than as true immunity from liability in tort or for regulatory breaches.

4) The lessor’s safety duty is also grounded in tort (quasi-delict), not only in contract

Even if a tenant agreed to maintain the premises, an injured person may sue based on quasi-delict (Civil Code, Art. 2176) by alleging negligence that caused damage.

This is crucial because quasi-delict liability is independent of contract: the plaintiff does not need to be a party to the lease. Typical claimants include:

Store customers in a leased commercial unit,
Guests in a leased residence,
Employees or contractors working in the premises,
Neighbors injured by falling debris, fire spread, or building collapse.

Where the lessor is proven negligent (e.g., ignoring known structural defects; failing to maintain common areas; violating building/fire requirements; allowing dangerous conditions to persist), lease clauses shifting maintenance to the tenant may not prevent tort liability. At most, those clauses may support the lessor’s cross-claim for indemnity against the lessee—if the lessee truly caused or contributed to the hazard.

5) Building safety is regulated: statutory and administrative duties that are hard to “contract away”

Philippine building safety is not purely a private matter. Several regulatory regimes impose obligations that typically attach to owners, building administrators, and/or occupants regardless of lease language.

5.1 National Building Code (PD 1096) and local building officials

The National Building Code framework (and local enforcement through the Office of the Building Official) is designed to ensure that buildings meet minimum safety standards and are properly permitted, constructed, maintained, and used consistent with occupancy classifications.

Lease clauses do not stop the LGU from:

Inspecting,
Issuing notices of violation,
Declaring a structure dangerous,
Ordering compliance, repair, or even closure/demolition in extreme cases,
Imposing penalties or denying permits/occupancy approvals.

Even when a tenant is tasked with certain permits or interior works, the building’s overall compliance posture and structural safety are commonly treated as owner-level responsibilities.

5.2 Fire Code of the Philippines (RA 9514) and the Bureau of Fire Protection (BFP)

Fire safety compliance is enforced through inspections and certifications (commonly encountered in practice as fire safety inspection processes and certificates). Fire exits, alarms, sprinklers (where required), fire-rated partitions, extinguishers, occupant load, and similar measures are regulatory matters.

Lease stipulations do not prevent the BFP from penalizing violations, nor do they eliminate the civil consequences of negligence that results in fire injury or death.

5.3 Accessibility requirements (BP 344)

Buildings and facilities covered by accessibility requirements (particularly those open to the public) are subject to standards for ramps, handrails, accessible toilets, and similar features. Lease language assigning “compliance” to the tenant may allocate cost, but it does not necessarily erase owner/operator obligations where the law or enforcement practice treats them as responsible.

5.4 Workplace safety overlays (where applicable)

Where premises are used as workplaces, occupational safety and health rules can come into play (often enforced through the employer/establishment). Depending on the setup, both tenant and building management decisions can affect compliance. The existence of a “tenant assumes risk” clause does not sanitize unsafe work conditions that violate mandatory standards.

6) Common areas vs leased premises: a key fault line for lessor duty

A recurring legal distinction:

Leased premises (the unit or space exclusively leased to the tenant), versus
Common areas (lobbies, stairs, elevators, corridors, parking, fire exits, building façade/exterior, shared utilities, structural components).

In many commercial settings, the lessor (or building owner/administrator) retains control of common areas. Where the lessor retains control, the lessor’s duty to maintain safety is typically stronger and more direct, because:

The tenant lacks authority to fix or alter common areas, and
The lessor is the party best positioned to inspect and maintain them.

Attempting to shift liability for common-area safety entirely to a tenant by contract is generally difficult to sustain in real-world enforcement and litigation, especially when injury involves third persons.

7) Structural defects, collapse, and “non-delegable” owner responsibilities

7.1 Building collapse and major structural failure

Civil-law principles recognize special responsibility associated with buildings and structures. The Civil Code specifically provides for owner responsibility for damages caused by collapse when due to lack of necessary repairs (commonly identified in the Code as an owner/proprietor liability rule). In addition, the Civil Code provisions on architects, engineers, and contractors (e.g., Art. 1723) may create overlapping liability for collapse or serious defects within the relevant period when defects are attributable to design, supervision, or construction issues.

The legal significance: even if a lease says “tenant handles all repairs,” a lessor/owner can remain exposed if collapse or structural failure is rooted in:

Lack of necessary structural repairs,
Long-term deterioration ignored by ownership,
Defective building systems and maintenance failures that are not realistically within the tenant’s control,
Regulatory noncompliance in building integrity.

7.2 “Non-delegable duty” in practice

Even when a lessor hires a property manager, maintenance contractor, or assigns duties to the tenant, certain responsibilities are treated as effectively non-delegable for purposes of public protection. The lessor may still be directly liable to injured parties, then seek reimbursement from the party who contractually undertook maintenance.

8) “As-is” clauses: what they do (and don’t) do in a safety dispute

An “as-is” clause is common. In Philippine lease disputes, it usually functions to:

Record that the tenant inspected and accepted the premises’ visible condition at turnover;
Limit disputes about cosmetic issues or minor defects apparent at the start;
Support allocation of minor repairs.

But it is far weaker against:

Latent defects that make the premises unsafe or unfit for intended use,
Structural or systems-level hazards,
Code violations (building/fire/accessibility) that enforcement treats as mandatory.

An “as-is” clause also does not immunize a lessor from liability for concealment, bad faith, or continuing negligence after notice of danger.

9) Indemnity and insurance clauses: effective for allocation, not guaranteed immunity

Because outright immunity is uncertain, sophisticated leases often rely on:

Indemnity clauses (tenant indemnifies lessor for losses arising from tenant’s use, acts, or negligence),
Insurance requirements (CGL, fire, property, business interruption, etc.),
Waiver of subrogation clauses (where appropriate),
Repair covenants and detailed maintenance schedules,
Compliance-with-law covenants allocating responsibility for tenant’s fit-out and operations.

These tools can be effective in shifting financial burden between lessor and lessee, but they do not guarantee that an injured third party cannot sue the lessor. Instead, they often determine who ultimately pays after litigation or settlement.

10) Typical scenarios and how liability is analyzed

Scenario A: Customer slips on a broken stair in a common stairwell

If the stairwell is a common area controlled by the building, the lessor/building administrator is a primary target for negligence claims.
A lease clause saying “tenant responsible for safety” is unlikely to defeat third-party claims; it may only support reimbursement if the tenant actually caused the defect.

Scenario B: Fire spreads due to nonfunctional alarms/sprinklers in the building system

Fire safety system maintenance is commonly treated as a building-level duty.
Regulatory noncompliance strengthens negligence allegations.
Lease allocations may affect indemnity between parties, but not necessarily liability to injured persons.

Scenario C: Ceiling collapse inside the tenant’s unit due to long-term water intrusion from roof/façade

If the cause traces to roof/façade/common structural elements, the lessor’s duty to maintain is hard to disclaim.
Tenant responsibility for interior upkeep won’t typically cover building-envelope failures outside tenant control.

Scenario D: Injury caused by tenant’s unauthorized structural alterations

Tenant is a primary liable party.
Lessor may still face exposure if it knowingly allowed dangerous alterations or failed to exercise oversight where it retained approval rights, but the tenant’s fault is central.

Scenario E: Electrocution from defective building wiring predating the lease

“As-is” language is weak against dangerous electrical defects.
Lessor’s obligation to deliver premises fit for intended use and maintain necessary repairs is strongly implicated.

11) Remedies when safety defects appear: options for the lessee and for injured parties

11.1 Lessee’s civil remedies (contract-based and statutory lease remedies)

Depending on facts and lease terms, a tenant may pursue:

Demand for repair (often anchored on the lessor’s statutory duties),
Rent reduction during substantial repair periods (classically recognized in Civil Code discussions of repairs),
Rescission/termination if the premises becomes unfit or unsafe for the intended use,
Damages if the lessor’s breach or negligence causes loss,
Reimbursement for urgent necessary repairs undertaken by the tenant to prevent greater damage (subject to proof and proper notice, and often guided by lease and Civil Code principles).

Important practical point: tenants who act unilaterally should document (a) the danger, (b) notice to lessor, (c) urgency, (d) itemized costs, and (e) that the work was necessary, not an elective improvement.

11.2 Injured third parties’ remedies

An injured third party typically sues in:

Quasi-delict (tort) under Civil Code, Art. 2176, alleging negligence;
Possibly contract only if there is a separate contract (e.g., hotel guest vs hotel operator), not just the lease.

11.3 Administrative and enforcement remedies

Safety issues can trigger:

LGU building inspections and enforcement (permits/occupancy/use),
BFP fire safety inspections and corrective orders,
Other agency action depending on the use of the building.

Administrative findings can become powerful evidence in civil cases because they help show a hazard and noncompliance.

11.4 Criminal exposure (in severe cases)

Where negligence is gross and results in injury or death, criminal complaints based on reckless imprudence concepts under the Revised Penal Code are a real-world risk, apart from civil liability.

12) Evidence that usually decides these disputes

Building safety disputes are won with proof. The most persuasive materials typically include:

Engineer/architect inspection reports (structural, electrical, mechanical),
Photos/videos with dates, incident logs,
Prior written notices to lessor/administrator and responses,
Maintenance records, elevator certificates (where relevant), fire safety documentation,
LGU/BFP notices of violation, inspection reports, closure orders (if any),
Witness statements and incident reports.

A recurring theme: if the lessor had notice (actual or constructive) and failed to act reasonably, liability risk increases sharply.

13) Drafting lessons: how leases should handle safety without pretending the law disappears

For lessors (owner/building side)

Keep building-wide systems (structure, envelope, MEP, fire systems, elevators) under documented preventive maintenance.
Reserve rights to enter, inspect, and require tenant compliance for fit-out works.
Use indemnity and insurance clauses to allocate costs, but do not rely on “no liability” clauses as a substitute for compliance.
Specify clear boundaries: what is “tenant maintenance” vs “building maintenance.”
Require immediate reporting of hazards and prohibit unauthorized structural/mechanical alterations.

For lessees (tenant side)

Conduct pre-lease due diligence: structural integrity, electrical capacity, fire egress, permits/occupancy classification, prior incident history.
Negotiate express lessor obligations for structural and systems-level safety.
Ensure the lease grants practical remedies: repair timelines, rent abatement triggers, termination rights for unremedied safety hazards.
Require copies of relevant building approvals/certifications where material to operations.

14) Synthesis: what remains true even with aggressive “tenant assumes all risk” language

Statutory lease obligations (especially delivery in fit condition and necessary repairs) strongly support an ongoing lessor duty that cannot be erased by broad disclaimers (Civil Code, Art. 1654).
Regulatory building and fire safety duties exist to protect the public and are not neutralized by private contract wording.
Tort liability to third persons is not defeated by lease provisions they never agreed to (Civil Code, Art. 2176).
Lease clauses often succeed mainly in allocating financial responsibility between lessor and lessee (indemnity/insurance), not in granting true immunity where negligence, public policy, or statutory duties are involved.
Courts evaluate these cases fact-by-fact, focusing on control, notice, nature of the defect (structural vs tenant-caused), and reasonableness of the parties’ actions under the circumstances.

In the Philippine setting, the lessor’s duty to maintain building safety is best understood as a layered obligation: contractual (lease law), delictual (negligence), and regulatory (building/fire/accessibility standards). Lease terms can distribute tasks and costs, but they do not erase the legal architecture that treats building safety as a matter of public protection.