Until recently, the lease of business buildings and business premises (the so-called business lease) was in detail regulated by the Business Buildings and Business Premises Act (Zakon o poslovnih stavbah in poslovnih prostorih; “ZPSPP”), which was adopted in 1974. In relation to the general Obligations Code (Obligacijski zakonik; “OZ”) the ZPSPP represented a special regulation that set forth special regulation of certain sets of issues in the area of business leases, namely:
- the object and creation of the lease,
- rights and obligations arising out of lease and
- termination of the lease.
Article 52 of the Act Amending the Housing Act (Zakon o spremembah in dopolnitvah Stanovanjskega zakona; “SZ-1E”) repealed the ZPSPP in its entirety. However, the legislator has determined that, despite the repeal, the provisions of the ZPSPP shall continue to apply to lease agreements concluded before SZ-1E’s entry into force (i.e. before 19 June 2021).
In the past, the ZPSPP has been the subject of numerous criticisms, the most important of which were probably its conceptual outdatedness and ever changing and inconsistent case law, but it nevertheless represented a certain constant in the field of business leases. The issues regulated by the ZPSPP would probably require a more modern and comprehensive regulation by the legislator, which calls into question the sense of a sudden and simple repeal of the entire ZPSPP. Such a decision by the legislator could lead to a considerable lack of clarity in the area of business leases.
The repeal of the ZPSPP means that, as of 19 June 2021, tenants and lessors of business buildings and business premises shall comply with the provisions of the more general OZ, in particular, the provisions on lease agreements, when regulating mutual legal relationships. On the one hand, the repeal of the ZPSPP allows the parties to business lease agreements greater freedom in regulating their mutual legal relationship, however, on the other hand, this requires much greater care and more detailed contractual regulation of business leases.
Given the repeal of the ZPSPP and the (current) absence of case law in the field of business leases after the repeal of the ZPSPP, we advise clients to be more careful when concluding business lease agreements and to conclude as detailed contractual arrangements as possible, taking into account the provisions of the OZ. In this manner, the parties may avoid, as far as possible, the risks related to the content of the legal relationship related to the business lease.
