Dental Office Lease in Ontario: 10 Clauses Every Dentist Should Negotiate

By Jatin Dua · Broker of Record, RE/MAX Quantum Realty · Updated 2 November 2026 · 11 min read — The ten dental office lease clauses GTA dentists should negotiate, and the Ontario rules behind each one.

This guide is for GTA dentists who are signing a first clinic lease, renewing one, or getting ready to sell a practice that sits in leased space. You will get the ten clauses I push hardest on for dental tenants, what to ask for in each, and the Ontario rules that sit behind them.

What makes a dental office lease different from other commercial leases?

A dental office is one of the most expensive fit-outs a landlord will ever see. You put plumbing to every chair, a compressor and vacuum room, x-ray shielding, cabinetry and a sterilization area into someone else’s building. You cannot pick that up and move it. A 2025 article in Oral Health, written by a dental lawyer, makes the same point: dentists rarely relocate, so landlords know they have leverage.

The lease is also tied to the value of your practice. When you sell, the buyer and the buyer’s bank look at how many years are left and what the landlord can do in that time. A weak lease can cut the price or stop the sale. My general guide to commercial lease clauses in Ontario covers rent structure, area and the standard OREA clauses. This post focuses on the clauses that matter most when the tenant is a dentist.

Source: my own checklist, built from the Oral Health articles, CIBC and the Commercial Tenancies Act listed in the sources below.

How long should a dental office lease be? (Clauses 1 and 2: term and renewal)

Clause 1: the term

Your lease term and your loan are linked. CIBC’s dental financing page says a practice loan will typically not run longer than the remaining term of the lease. So a five-year lease with no renewals can force a short, expensive repayment schedule. The same 2025 Oral Health article says buyers typically need 10 to 12 years free of demolition or relocation clauses to get bank financing. Think about that number twice: once when you sign, and again when you plan to sell.

Clause 2: the renewal options

Three things go wrong with renewals. First, some options are personal to the original tenant and fall away on assignment. A 2018 Oral Health article warned that a buyer may not get the renewal the seller thought they had. Second, many renewals say the new term will be on the landlord’s “then-current standard form”. In 1251614 Ontario Ltd. v. Gurudutt Inc. (2015 ONSC 2141), a renewal on the landlord’s form brought in a demolition clause with six months’ notice, and the tenant lost. Third, the renewal rent is often “to be agreed” with no fallback. Ask for renewal on the same terms as the existing lease, except rent, and a method to set rent if you cannot agree, such as arbitration.

Can my landlord block the sale of my practice? (Clause 3: assignment and change of control)

Ontario’s Commercial Tenancies Act gives tenants a starting point. Section 23 says that when a lease forbids assigning or subletting without consent, the consent is not to be unreasonably withheld, unless the lease contains an express provision to the contrary. If the landlord refuses or ignores a request, the tenant or the buyer can apply to a Superior Court judge. That protection is only a default, though. Many landlord forms contract out of it with “sole discretion” wording, and that is the line to strike.

Two dental details matter here. Most GTA practices are run through a professional corporation, so a sale is often a share sale. Many leases treat a change of control as an assignment that needs consent. Second, watch for clauses that let the landlord share in your sale. The 2018 Oral Health article described leases that hand the landlord a cut of the practice sale proceeds, in some cases half or more. In Rabin v. 2490918 Ontario Inc. (2023 ONCA 49), the Court of Appeal found consent was unreasonably withheld when the landlord tried to add a demolition clause as its price for saying yes. Confirm with your lawyer how these rules apply to your lease.

If you are buying, the assignment is where most of the risk sits. My guide to what you actually buy when you buy an Ontario dental practice explains why I read the lease before anything else.

Will I stay liable after I sell? (Clause 4: release and personal guarantee)

An assignment usually does not end your liability. The original tenant, and anyone who signed a personal guarantee, often stays on the hook for the rest of the term and sometimes for renewals. The 2018 Oral Health article advised sellers to negotiate a release, or at least a shorter liability period, after an approved buyer takes over. Banks also ask for personal guarantees as a matter of course; CIBC lists them among the usual security in dental financing. That is two guarantees on one practice.

What I ask for: a release of the tenant and guarantor once an assignee meets a stated financial test, a cap on the guarantee (for example a set number of months of rent), and wording that the guarantee does not extend to renewals or amendments the guarantor did not sign. Your lawyer should review the final wording.

Want a rough idea of what clinic space like yours rents or sells for in your part of the GTA? Try the estimator below.

What is a demolition or relocation clause in a dental lease? (Clause 5)

A demolition clause lets the landlord end your lease early to redevelop. A relocation clause lets the landlord move you to other space in the property. For a restaurant these are painful. For a dentist they can be fatal, because the build-out cannot move and the value of the practice depends on staying put.

The best outcome is to delete both. If the landlord will not, ask for no demolition right during the first term, long written notice, payment of your unamortized improvements and moving costs, and a promise that any relocation space is built to the same standard at the landlord’s cost.

How do I stop another dentist opening next door? (Clause 6: use and exclusive)

Two clauses work together. The use clause says what you may do in the space. Make it broad: general and specialty dentistry, hygiene, orthodontics, sedation where permitted, imaging and related retail of oral care products. A narrow use clause can block a buyer who wants to add a service. The exclusive clause stops the landlord leasing other units in the property to a competing dental office. Ask for it to cover the whole plaza or building, and to survive an assignment to a buyer. My post on the commercial lease use clause covers exclusives and radius clauses in more depth.

What does a dental office really pay in rent? (Clause 7: additional rent and HST)

Most plaza and medical building leases are net. You pay base rent plus your share of taxes, insurance and common area costs as additional rent. Ask for a written estimate, a list of what is excluded (structural repairs, the landlord’s financing, leasing costs), a cap on yearly increases in controllable costs, and the right to audit the year-end statements.

HST is the dental twist. CRA’s GST/HST memorandum on commercial real property says a lease of commercial property is generally a taxable supply, so HST at 13% in Ontario is charged on rent. CRA’s Notice 339 explains that dental services are exempt supplies, and a dentist cannot claim input tax credits on inputs used 90% or more in exempt activities. For many general practices, that means the HST on rent is a real cost, not a pass-through. Cosmetic work and orthodontic appliances can change the picture, so confirm your own position with your accountant.

Who pays for the build-out and the removal? (Clauses 8 and 9: improvements, restoration and services)

Clause 8: landlord’s work, allowance and restoration

Get the landlord’s work in a written schedule: demising walls, washrooms, HVAC capacity, electrical service, and a slab you are allowed to trench for plumbing. Ask for a tenant improvement allowance and free fixturing time while you build. Then read the restoration clause. Many leases let the landlord demand that you remove everything at the end at your cost, which means paying for the plumbing twice. Ask that dental plumbing, cabinetry and shielding may stay, and that removal is limited to your movable equipment.

Clause 9: building services a clinic needs

Ask the landlord to confirm in the lease that you may run drain lines and an amalgam separator, vent a compressor and vacuum, and access the space outside normal mall hours. Check after-hours HVAC charges. Your permits and infection control rules also depend on the room. My guide to dental office space in Ontario explains which approvals follow the room and which follow you.

What happens if I miss rent? (Clause 10: default, cure periods and estoppel certificates)

Under section 18 of the Commercial Tenancies Act, unless the lease says otherwise, a landlord may re-enter if rent stays unpaid for 15 days after it is due, without a formal demand. For other breaches, section 19 requires the landlord to serve written notice naming the breach and give a reasonable time to fix it. Section 20 lets a tenant ask the court for relief from forfeiture. The Act still contains rules on distress, where a landlord seizes goods on the premises for unpaid rent. A lease can change some of this, so ask for written notice and a fixed cure period for both rent and non-rent defaults.

Also be careful with estoppel certificates, the forms that confirm lease facts when the landlord sells or refinances. In 1960529 Ontario Inc. v. 2077570 Ontario Inc. (2017 ONSC 5254), a tenant signed one stating there were no defaults, and the landlord later used it against the tenant’s right of first refusal. Have your lawyer read any certificate before you sign it.

What to do next

1. Get the landlord’s full lease form before you sign an offer, not after.
2. Match the term and renewals to your loan and your exit plan, using the 10 to 12 year figure as a check.
3. Strike “sole discretion” consent, demolition and relocation wording, and any share of sale proceeds.
4. Ask your accountant how HST on rent affects your practice, and build it into your budget.
5. Have a lawyer who acts for dental tenants review the lease, and book a call with me if you want help with the space search and the commercial terms.

Frequently asked questions

Sources

• Commercial Tenancies Act, R.S.O. 1990, c. L.7 (Ontario e-Laws)
• Oral Health Group: How landlords take advantage of dentists (2025)
• Oral Health Group: Top lease renewal tips, avoiding dental lease provision pitfalls (2018)
• CIBC: Dental finance
• CRA GST/HST Notice 339: Input tax credits related to dental practices
• CRA GST/HST Memorandum 19.4.1: Commercial real property, sales and rentals
• CRA: GST/HST calculator and rates

Related reading

• How to Sell a Dental Practice in Ontario: A Step-by-Step Guide (2027)
• How Much Is a Dental Practice Worth in Ontario? (2027)
• Dental Practice for Sale in Toronto and the GTA: How to Find One (Including Off-Market)
• Start a Dental Practice or Buy One? Ontario Costs Compared (2027)