Duties on Commercial Landlords in DC, Maryland, Virginia, and Florida

Commercial leases are heavily negotiated documents, but even the most carefully drafted lease leaves gaps. Two of the most litigated gaps are what happens when a tenant defaults and abandons the space, and what happens when a tenant asks the landlord to consent to an assignment or sublease. In both situations, landlords often assume that silence in the lease means they have unfettered discretion. Courts in DC, Maryland, Virginia, and Florida disagree about that assumption — and the disagreement runs in different directions depending on which doctrine is at issue. This article compares the four jurisdictions on the two recurring contexts where a “commercially reasonable” standard gets read into a commercial lease even though no clause says so: (1) the landlord’s duty to mitigate damages after a tenant default, and (2) the landlord’s discretion to withhold consent to an assignment or sublease.

1. Duty to Mitigate Damages After Default. At common law, a landlord traditionally owed no duty to re-let abandoned space; the tenant remained on the hook for rent regardless of what the landlord did. Some jurisdictions have kept that rule for commercial leases; others have imported contract-law mitigation principles.

District of Columbia. DC still follows the traditional rule as a default matter: absent a re-entry clause, a landlord has no duty to mitigate. Simons v. Federal Bar Building Corp., 275 A.2d 545 (D.C. 1971). But the traditional rule has a trigger built in — once the lease contains a re-entry-and-relet provision (a nearly universal clause in institutional leases), the landlord who exercises it must make reasonable efforts to re-let. Hart v. Vermont Investment Ltd. P’ship, 667 A.2d 578 (D.C. 1995) (landlord has three options on abandonment: accept surrender, re-enter and re-let for the tenant’s account, or leave the tenant in place and sue for rent as it comes due). So in DC, the “commercially reasonable” mitigation duty isn’t implied from silence — it’s implied from the presence of a standard re-entry clause the parties didn’t think was doing that work.

Maryland. Maryland has moved further than DC. Circuit City Stores, Inc. v. Rockville Pike Joint Venture Ltd. P’ship, 376 Md. 331, 829 A.2d 976 (2003), abandoned the older common-law rule of Wilson v. Ruhl, 277 Md. 607, 356 A.2d 544 (1976), and Millison v. Clarke, 287 Md. 420, 413 A.2d 198 (1980), and held that a landlord who terminates a lease or accepts surrender following default has its own independent obligation to use reasonable efforts to mitigate — regardless of whether the lease says anything about it. The Fourth Circuit, applying Maryland law, has since clarified what “reasonable” means in practice: the landlord need only market the vacated space on equal footing with its other vacancies, not give it priority. NCO Financial Systems, Inc. v. Montgomery Park, LLC, No. 17-2226 (4th Cir. Mar. 15, 2019). Maryland is the outlier of the four states on this point — it is the only one that treats mitigation as a freestanding, lease-silent obligation.

Virginia. Virginia has not followed Maryland. It retains the traditional common-law rule that a commercial landlord has no duty to mitigate damages following a tenant’s abandonment, full stop. Crowder v. Virginia Bank of Commerce, 127 Va. 299, 103 S.E. 578 (1920) (distinguishing a tenant’s refusal to take initial occupancy — where mitigation principles apply — from abandonment after occupancy, where they don’t); TenBraak v. Waffle Shops, Inc., 542 F.2d 919 (4th Cir. 1976) (applying Virginia law, confirming the landlord may re-enter for the limited purpose of re-letting without being deemed to have relieved the tenant of liability, and is under no obligation to do even that). Absent express lease language imposing a mitigation duty, a Virginia landlord can sit on a vacancy and collect full rent from the defaulting tenant.

Florida. Florida is frequently miscited on this point because of Fla. Stat. § 83.595, which does impose a statutory “good faith” reletting duty — but that statute sits in Part II of Chapter 83, which governs residential tenancies only. For nonresidential (commercial) leases, governed by Part I of Chapter 83, no comparable statute exists, and Florida common law tracks the traditional rule: no duty to mitigate unless the landlord elects a remedy that requires it (re-letting for the tenant’s account) or the lease itself imposes one. Young v. Morris Realty Co., 569 So. 2d 813 (Fla. 1st DCA 1990); Coast Federal Savings & Loan Ass’n v. DeLoach, 362 So. 2d 982 (Fla. 2d DCA 1978). So on mitigation, Florida’s commercial rule lines up with Virginia and DC’s baseline, not Maryland’s.

2. Reasonableness in Withholding Consent to Assignment or Sublease. The pattern flips on this issue. Most leases require the tenant to obtain the landlord’s “consent” to assign or sublease but say nothing about the standard governing that consent — no “sole and absolute discretion,” no “not to be unreasonably withheld.” Courts have had to decide what silence means here too.

Maryland. The seminal case is Julian v. Christopher, 320 Md. 1, 575 A.2d 735 (1990), which discarded Maryland’s prior rule (allowing arbitrary refusal, from Jacobs v. Klawans) and held that where a lease contains a “silent” consent clause, the landlord’s consent may not be unreasonably withheld — reasonableness is now the default. To preserve unfettered discretion, a Maryland lease must say, explicitly, that consent may be granted or withheld in the landlord’s sole and absolute subjective discretion.

District of Columbia. DC reaches a similar result through slightly different reasoning. 1010 Potomac Associates v. Grocery Manufacturers of America, Inc., 485 A.2d 199 (D.C. 1984), held that a landlord acts unreasonably when it withholds consent solely to extract an economic concession or otherwise improve its bargain beyond what the original lease gave it — even where the lease’s consent clause is silent on the standard. DC courts effectively read a duty of good faith into the discretion the lease appears to confer.

Virginia. This is the least settled of the four jurisdictions. No Virginia appellate decision squarely holds that landlord consent to assignment/sublease must be reasonable when the lease is silent, and general secondary sources sometimes overstate the point. What Virginia does recognize is a narrower, contract-wide principle: a party who is given discretion under a contract (as opposed to a clear, self-executing right) may not exercise that discretion in bad faith or arbitrarily. Virginia Vermiculite, Ltd. v. W.R. Grace & Co., 156 F.3d 535 (4th Cir. 1998) (applying Virginia law); Stoney Glen, L.L.C. v. Southern Bank & Trust Co., No. 2:13cv8 (E.D. Va. 2013) (distinguishing objective contractual triggers, which impose no such duty, from discretionary/subjective determinations, which do). A silent consent-to-assignment clause looks exactly like the kind of subjective discretion this line of cases constrains, but until a Virginia appellate court applies it directly to a lease-assignment fact pattern, landlords and tenants are extrapolating from general contract doctrine rather than relying on a controlling lease case.

Florida. Florida sides with Maryland and DC. Fernandez v. Vazquez, 397 So. 2d 1171 (Fla. 3d DCA 1981), held that a lease is a contract and is therefore governed by the general contract principles of good faith and commercial reasonableness, even where the assignment clause states no standard; the court looked to the assignee’s financial responsibility, the suitability and legality of the proposed use, and the nature of the proposed occupancy, and rejected the landlord’s attempt to use consent as leverage for a rent increase. Speedway SuperAmerica, LLC v. Tropic Enterprises, Inc., 966 So. 2d 1 (Fla. 2d DCA 2007), confirmed that a bare consent requirement, without more, does not hand the landlord unfettered discretion — express, unambiguous “sole discretion” language is required to get there.

Comparison at a Glance

Jurisdiction	Duty to mitigate absent lease language	Reasonable consent to assignment/sublease absent lease language
DC	No, unless the lease has a re-entry/relet clause — then reasonable efforts are required once invoked	Yes — consent may not be withheld solely for economic leverage (1010 Potomac)
Maryland	Yes — freestanding duty regardless of lease language (Circuit City)	Yes — reasonableness is the default for silent clauses (Julian v. Christopher)
Virginia	No — traditional common-law rule, no duty absent lease language (Crowder)	Unsettled — general good-faith/discretion doctrine likely applies, but no controlling assignment-specific case
Florida (commercial)	No — common law controls for nonresidential leases; § 83.595’s good-faith reletting duty is residential-only	Yes — good faith/commercial reasonableness is implied (Fernandez; Speedway SuperAmerica)

Practical Takeaway. The pattern across all four jurisdictions is the same even though the outcomes differ: courts are far more willing to imply a reasonableness standard when a landlord is exercising discretion the lease itself creates (deciding whether to consent) than when a landlord is simply declining to act in the tenant’s favor (mitigating damages after a default). Landlords who want to preserve maximum flexibility on either issue should not rely on silence — they should say so expressly. A consent clause should state whether refusal may be for any reason, no reason, or the landlord’s sole and subjective discretion, if that is the deal struck. A default provision should state explicitly whether the landlord has, or does not have, any duty to relet, and if so, on what terms. In Maryland in particular, silence on mitigation will not protect a landlord who terminates or accepts surrender; in Virginia, DC, and Florida’s commercial lease context, silence on mitigation currently favors the landlord — but silence on assignment consent does not.

This article is general information current as of September 2026, not legal advice. Case law in this area develops quickly, and outcomes turn on specific lease language and facts; consult counsel before relying on any of the above in a particular transaction or dispute. Contact Weiss LLP for more information.