BGH judgement: Counter-evidence remains unaffected in commercial tenancy agreement despite completeness clause
The BGH ruled that in the case of commercial tenancy agreements with a completeness clause, which also includes verbal ancillary agreements, proof to the contrary is still possible. This also applies to pre-contractual clauses.
Pre-contractual commitments resulted in ambiguities for tenants
The judgement was preceded by ambiguities between two tenants. They were in dispute over the payment of rent and a rent reduction due to alleged defects. The tenancy agreement itself stated that “the rooms will be freshly renovated by the landlord as agreed before the start of the tenancy”.
Under “Miscellaneous”, it was noted that there were no verbal ancillary agreements to this contract.
The tenant has now identified various defects and has never paid the rent in full. In addition, it is still disputed whether the landlord promised in advance to replace the existing single glazing with double glazing. The Higher Regional Court ruled that the agreement was irrelevant, as it was noted in the rental agreement that no ancillary agreements had been made.
BGH decides: Counter-evidence possible despite completeness clause
The BGH does not share the opinion of the Higher Regional Court and is of the opinion that a reduction due to single glazing can be considered. This judgement is based, among other things, on the addition “as agreed” in the rental agreement. It can be inferred from this addition that there were agreements made in advance that have a certain relevance to the conclusion of the contract.
It can be assumed that certain accompanying circumstances that lie outside the contract document lose their relevance again by the time the contract is concluded. However, this also applies in principle to pre-contractual agreements, insofar as both parties realise that the contracting parties no longer wish to adhere to them when the contract is concluded. However, this assumption cannot be derived from the clause according to which oral collateral agreements do not exist.
The completeness clause thus refers to the confirmation of the fact that all agreements are contained in the contract. These clauses confirm the presumption of completeness and correctness of the contract, but leave it open to the contractual partner to provide evidence to the contrary.
The Higher Regional Court, to which the legal dispute was referred back by the BGH, must now decide whether there was a verbal collateral agreement regarding the glazing.
(BGH, judgement of 3.3.2021, XII ZR 92/19)
[Source: haufe.de]

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