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What is a ratchet clause, and why does it matter on a tenanted warehouse?

A plain English guide for buyers and investors about to purchase a leased industrial property in Melbourne's west or the Geelong corridor.

What is a ratchet clause, and why does it matter on a tenanted warehouse?

You've found a warehouse with a tenant already in place. The numbers look tidy, the yield looks solid, and the agent keeps saying "passive income from day one." But the building isn't really what you're buying. The lease is. And most buyers skim it instead of reading it properly.

A tenanted industrial property is only as good as the paper that sits behind it. Two warehouses on the same street, same size, same tenant type, can produce completely different outcomes depending on what's written into the lease terms. That's the part buyers rush, and it's the part that bites later.

Why the lease matters more than the building

When you buy a tenanted warehouse you are effectively buying a stream of income and a set of obligations. The bricks and the land are the security. The lease is the deal. If you don't understand how rent moves, who pays for what, and what happens at the end of the term, you don't actually know what you're buying, no matter how new the roof is.

The building tells you what you own, the lease tells you what you'll actually get paid.

The clauses worth reading twice

1
Rent review mechanismCheck whether rent moves by a fixed percentage, CPI, or market review, and how often. Each method behaves very differently over a ten year hold.
2
Ratchet clausesSome leases only allow rent to go up, never down, at market review. This protects your income but can also affect how the lease is viewed by a future buyer or valuer.
3
Make good obligationsUnderstand what condition the tenant must return the property in, and whether that obligation is enforceable or just words on a page.
4
Options and renewal termsA tenant with multiple options can lock in occupancy for years, which is good for income but can limit your flexibility if you want to sell, redevelop, or reposition.
5
Permitted use and assignment rightsConfirm what the tenant is actually allowed to do in the space, and whether they can sublet or assign the lease without your consent.

Where buyers get caught out

Reading the summary, not the leaseInformation memorandums simplify terms. The actual lease document often has clauses that change the story completely.
Ignoring outgoings recoverySome leases don't allow full recovery of rates, insurance, and land tax, which quietly eats into your net return.
Skipping the bank guarantee checkA guarantee that expired years ago or was never renewed offers you no real protection.
Assuming the current rent is market rentA lease signed years ago may sit well below or above current market levels, which matters at the next review.
Not checking tenant covenant strengthA long lease with a shaky tenant is a very different asset to a long lease with a strong, established operator.

What good due diligence actually looks like

Get the full lease document, not just the summary, and have a solicitor experienced in commercial and industrial leasing read it before you're unconditional. Ask for the rent history, not just the current figure, so you can see how reviews have actually played out. Request evidence of outgoings paid and confirm the current bank guarantee or bond is still valid and matches the lease terms.

The lease is the product. The warehouse is just the packaging.

It's also worth understanding where current market rents for comparable industrial space sit across the western corridor, so you can judge whether the passing rent has room to grow or is already stretched.

Before you sign anything

Vacancy conditions across Melbourne's industrial precincts move over time, and a lease that looks watertight today can look different if the tenant vacates in a softer leasing market. Understanding this context helps you judge how easily the space could be re-let if the current tenant ever left.

This is general property information only, not financial, tax or legal advice, and Fairmont Property Group is a property agency, not a licensed financial adviser. Any decision to purchase should involve your own solicitor, accountant or financial adviser reviewing the lease and the numbers in detail.

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Manny Singh
Manny Singh
Director (OIEC), Fairmont Property Group

Fairmont only sells and leases industrial property across Melbourne's western corridor and Geelong. That focus is deliberate. It means we know the buyers who are active right now and what they are prepared to pay.

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