Continuous Operation & ‘Go Dark’ Clauses: Retail Tenant Survival Guide
Continuous Operation & ‘Go Dark’ Clauses: Retail Tenant Survival Guide
Some retail leases require the tenant to continuously operate—meaning you must keep the store open during required hours, for the entire lease term, with limited exceptions.
This can be a major risk for small businesses. If sales drop, staffing becomes difficult, or a center loses anchors, being forced to stay open can turn a tough month into a business-ending loss.
This guide explains continuous operation clauses, “go dark” rules, and practical negotiation points tenants use to preserve flexibility. (Not legal advice.)
What is a continuous operation clause?
A continuous operation clause typically requires:
- you open by a defined date
- you operate continuously (no closing for long periods)
- you maintain stated hours and staffing
Landlords want this because open stores:
- create foot traffic
- support other tenants
- protect the center’s brand
Tenants should care because “operate or default” can be a hidden financial weapon.
What “go dark” means
“Go dark” means the tenant closes the store to the public (temporarily or permanently) but may still be paying rent.
Many leases explicitly prohibit going dark, and treat it as a default—even if you keep paying.
Common tenant traps
1) Going dark is treated as a major default
Some leases make “not operating” a default with harsh remedies:
- termination
- damages
- injunction (court order to reopen, depending on jurisdiction and clause wording)
2) Continuous operation conflicts with co‑tenancy failure
If anchors leave and traffic collapses, your economics can break—yet the lease still requires you to stay open.
Related guide: /blog/co-tenancy-clauses.
3) No carve-outs for force majeure / closures
If you can’t open due to events outside your control (government orders, supply chain disruptions), you want clear protection:
/blog/force-majeure-commercial-lease
4) Hours are tied to the center’s hours with no flexibility
If the center extends hours, your staffing costs can rise unexpectedly.
Tenant-friendly negotiation approaches
Not every landlord will remove continuous operation, but many will soften it.
1) Add carve-outs for defined events
Common carve-outs:
- force majeure events and government closures
- casualty repairs
- co‑tenancy failure
- temporary remodel/repair closures
2) Convert “operate continuously” into “operate during normal business hours”
This gives flexibility without looking like a “go dark” permission slip.
3) Tie remedies to actual harm
If the landlord is worried about vacancy perception, a middle ground is:
- tenant can go dark if it continues paying rent
- tenant must cover reasonable direct costs (e.g., storefront appearance) but not speculative damages
4) Negotiate an explicit termination right instead
If you can’t make the center work, sometimes the better clause is:
- a kick-out / early termination right with a fee
Even if it costs money, it can cap downside compared to being forced to operate at a loss.
Operational tip: align signage and storefront rules
If the lease requires continuous operation, make sure you understand:
- signage requirements
- window display rules
- maintenance standards
Some leases impose “storefront standards” that increase cost during slow periods.
How BizLeaseCheck helps
BizLeaseCheck flags continuous operation / go dark language and highlights:
- default remedies tied to closures
- missing carve-outs for force majeure, casualty, or co‑tenancy failure
- conflicts with other clauses (percentage rent, exclusives, radius restrictions)
Upload a lease for a fast first-pass review:
/analyze
Not legal advice
This article is for informational purposes only and is not legal advice. Continuous operation enforceability and remedies vary by lease and jurisdiction. Use this guide as a checklist and consult qualified professionals for your situation.