Medical Office Lease Personal Guarantee: What You Are Promising

By Peter Suarez, Esq., President, Vitale, Suarez & Associates, P.A. · Miami Lakes, Florida

A medical office lease personal guarantee is not a formality the landlord adds to every lease. It is a separate promise, made by you as an individual, to pay what your practice owes if the practice does not, and it can outlast the lease term, the practice, and your ownership of it. If you own or lead a medical practice, clinic, imaging center, laboratory, or other healthcare business in Florida and a landlord asks you to guarantee the lease, you need to know what the guarantee covers, how long it lasts, what it lets the landlord do without asking you, and what you can negotiate before your signature makes those questions academic.

In plain terms, the lease is the practice’s contract with the landlord, and the guarantee is your contract with the landlord about the practice’s debt. Your LLC or professional association protects you from the practice’s obligations. A guarantee is your own obligation, triggered when the practice defaults. That is why the guarantee deserves its own review, separate from the lease and separate from the question of whether you signed the lease correctly for the company. The broader question of when an owner is bound personally is covered in the guide to signing contracts personally vs. as a company representative.

Prerequisites: What You Need Before You Sign the Lease Package

A guarantee is read against the lease it secures. Gather the full package before you review either one.

The complete lease, with every exhibit

Rent schedules, operating expense and common area maintenance provisions, tax pass-throughs, the work letter for tenant improvements, the renewal and expansion options, the relocation clause, and the assignment and subletting provisions all affect what a guarantor may owe.

The guarantee itself

It may be a separate document, a paragraph inside the lease, or a signature line under the tenant’s line. Ask for it in writing before you negotiate the lease, not at signing.

The entity that will sign the lease

Confirm the legal name of the practice entity that will be the tenant and that it has authority to sign. The article on the contract signature block covers how the tenant should sign.

Your own plans for the next ten years

A guarantee that runs for the full lease term and every renewal will likely outlast at least one change in your life or in the practice: a new partner, a sale, a retirement, a move. Write down what you expect, because the guarantee should be negotiated against it.

If you skip this step, you are guaranteeing a document you have not read.

The Legal Rules You Must Anchor To

A Written Guarantee Binds the Person Who Signs It

Florida’s statute of frauds, Fla. Stat. § 725.01, bars an action on a “special promise to answer for the debt, default or miscarriage of another person” unless the promise is in writing and “signed by the party to be charged therewith.” A lease guarantee is that kind of promise. When you sign it, you are the party to be charged.

The Entity Protects You From the Entity’s Debts, Not From Your Own

Under Fla. Stat. § 605.0304, a member or manager of a Florida LLC is not personally liable for the company’s obligations solely by reason of that role. A guarantee is not a liability that arises from your role. It is a promise you made yourself, so the statute’s protection does not reach it.

Guarantee Language Near a Signature Creates Disputes

In Fairway Mortgage Solutions, Inc. v. Locust Gardens, 988 So. 2d 678 (Fla. 4th DCA 2008), a company president signed a commercial lease for the tenant, and a handwritten note below his signature stated that the signature also indicated acceptance of a personal guarantee. The president testified that the note was added after he signed and without his consent, and the lease contemplated a separate guaranty that was never executed. The Fourth District reversed a summary judgment against him on the guaranty because there were genuine issues of material fact. The landlord had a lease and a dispute instead of a clean guarantee.

A Continuing Guarantee Can Cover Obligations That Arise Later

In Fidelity National Bank of South Miami v. Melo, 366 So. 2d 1218 (Fla. 3d DCA 1979), the Third District held that a guaranty contemplating a future course of dealing over an indefinite period was a continuing guaranty that covered later transactions, and that the guarantor remained bound after resigning from the company because he never gave the written notice of discontinuance the guaranty required. That case involved bank loans, not a lease, but the lesson carries over: a guarantee written to cover future obligations keeps covering them until its own terms say it stops.

Lease, Guarantee, and Security Deposit Are Different Protections

A larger deposit or a letter of credit can sometimes take the place of a guarantee, or reduce it. That trade is worth raising, because it puts the practice’s money at risk instead of your personal assets.

Step 1: Find Every Guarantee Promise in the Lease Package

Guarantee language is not always labeled.

Read every signature line

A second line under the tenant’s line, labeled “Guarantor,” “Individually,” or nothing at all, is almost always a personal promise. Two signature lines usually mean two promises.

Read the definitions and the default section

Some leases define “Tenant” to include the guarantor, or make a guarantor’s financial condition a condition of the lease, so that your personal circumstances can trigger a default by the practice. Look for those cross-references.

Read every document the lease incorporates

Rules and regulations, estoppel forms, and credit applications attached to the lease can contain guarantee language of their own.

Read the estoppel certificates you will be asked to sign

During the lease, the landlord’s lender or a buyer of the building may ask the tenant, and sometimes the guarantor, to sign an estoppel certificate confirming that the lease and guarantee are in effect and that no defenses exist. A guarantor estoppel can confirm the guarantee in terms broader than you remember. Read each one against the signed guarantee before you return it.

Step 2: Read What the Guarantee Covers

The question is not whether you guaranteed the lease. It is which parts of it.

The obligations

A full guarantee usually covers rent, additional rent such as operating expenses and taxes, late charges, interest, attorney’s fees, and the cost of re-letting the space after a default. In medical space, the landlord may also have funded expensive tenant improvements, such as plumbing for exam rooms, shielding for imaging, or specialized electrical work, and may seek to recover the unamortized cost after a default. Know whether that cost is inside the guarantee. If the lease is renewed or amended later, the same question returns, and the article on the contract signature authority policy covers who in the practice should be allowed to sign those amendments.

The term

Check whether the guarantee covers only the initial term or also every renewal, extension, expansion, and holdover period. A guarantee that follows every renewal can run far longer than the decision you thought you were making.

Changes made without you

Many guarantees say that the landlord and the tenant can amend the lease, extend it, or change the rent without the guarantor’s consent, and that the guarantor stays bound. Read that clause slowly. It means that a future amendment, signed by whoever runs the practice then, can increase your exposure.

Waivers

Guarantees often waive notice of default, waive the requirement that the landlord pursue the practice first, and waive other defenses a guarantor might raise. Each waiver makes the guarantee easier to enforce against you.

Silence on a limit is not a limit. It is the absence of one.

Your own reporting duties

Some guarantees require you to deliver personal financial statements or tax returns every year, and some make your own death, bankruptcy, or financial decline an event of default under the lease. If the guarantee ties the practice’s lease to your personal circumstances, a change in your life can put the practice in default even when the rent is paid. Know what you are agreeing to report and what personal events the landlord can treat as a default.

Step 3: Negotiate the Limits Before Signature

A guarantee is a contract, and its terms can usually be negotiated before signature. After signature, you are asking for a favor.

Cap the amount

A cap can be a fixed dollar figure, a number of months of rent, or an amount that declines as the lease term runs. A declining cap, often called a burn-off, recognizes that the landlord’s risk falls as the practice builds a payment history.

Limit the time

Ask for the guarantee to expire after a set number of years, or after the practice meets financial conditions such as a period of on-time payments, and to exclude renewal terms unless you sign a new guarantee for them.

Ask for a surrender-based limit

Some landlords accept a guarantee that ends if the practice gives proper notice, pays rent through the date it returns the space in the required condition, and vacates. Landlords often call this a “good guy” guarantee. Whether it is available depends on the landlord and the market.

Separate multiple guarantors

If several owners guarantee the lease, the guarantee will often make each of you liable for the whole amount, jointly and severally. Ask whether each owner’s share can be limited, and agree among the owners, in writing, how a payment by one will be shared.

Offer a substitute

A larger security deposit or a letter of credit issued for the practice can replace or reduce the personal guarantee. The practice’s capital is then what is at risk.

Step 4: Align the Guarantee With Your Exit Plans

The guarantee should be negotiated against what you expect to happen, not only against the lease term.

Plan for a sale of the practice

If you sell the practice, the lease may be assigned to the buyer, but an assignment usually does not, by itself, release a guarantor. Ask now for a clause that releases you on an approved assignment to a buyer that meets agreed financial criteria. A later article in this series covers how to seek a release from a personal guarantee when you sell or leave.

Plan for a partner’s departure

If a co-owner leaves, the departing owner will want a release and the remaining owners may be asked to replace that guarantee. The owners’ agreement should say who carries the guarantee after a departure.

Plan for retirement, disability, and death

Guarantees commonly bind the guarantor’s estate. If you expect to retire before the lease ends, or if the practice depends on you clinically, ask for the guarantee to end on your retirement, disability, or death if the practice meets agreed conditions, or for a replacement guarantor to be accepted at that point. A guarantee that survives you becomes your family’s problem.

Plan for a landlord with referral relationships

If the landlord is a hospital, a physician group, or another source of referrals, the lease raises a separate question under the federal Anti-Kickback Statute, 42 U.S.C. § 1320a-7b(b), and its space rental safe harbor in 42 C.F.R. § 1001.952(b). That question is about the lease itself, not the guarantee, and it belongs in compliance review before signature. The work fits inside a healthcare compliance program, and the firm’s healthcare law services describe the related compliance work.

Step 5: Sign the Guarantee as Yourself, and Only the Guarantee

The tenant signs the lease through its authorized signer, with the practice’s legal name, “By,” the signer’s name, and title. You sign the guarantee in your own name, because that is the promise you are making.

Keep the two signatures apart

Sign the lease for the practice on the tenant’s block. Sign the guarantee on the guarantee document or the guarantor’s line, after the terms you negotiated are in it. Do not sign a guarantor line that you have not negotiated just because it sits on the same page.

Keep the signed version

Keep a fully signed copy of the guarantee with the lease, every amendment, and every estoppel certificate. If you later ask for a release, you will need the exact text you signed.

Common Medical Office Lease Personal Guarantee Mistakes

Treating the Guarantee as Boilerplate

The guarantee is often the shortest document in the package and the one with the longest reach. Read it as carefully as the lease.

Guaranteeing Every Renewal Without Noticing

An unlimited guarantee that follows every renewal can bind you for years after the practice has changed hands or you have left it.

Assuming the Sale of the Practice Ends the Guarantee

Selling your interest, or assigning the lease to a buyer, does not by itself release you. The release has to come from the landlord or from the guarantee’s own terms.

Ignoring the Amendment Clause

If the guarantee allows the landlord and tenant to amend the lease without your consent, a later amendment can increase what you guarantee.

Signing the Guarantor Line on Reflex

A guarantor line on the same page as the tenant’s block invites a signature. Treat it as a separate decision.

Leaving Co-Owners Without an Agreement

Joint and several liability means the landlord can pursue any guarantor for the full amount. Without an agreement among the owners, the one with the most assets may carry the debt.

Expected Outcome: A Guarantee You Chose, With Limits You Can Live With

When the process works, the lease is signed by the practice through its authorized signer, and any guarantee is a separate, deliberate promise with a cap, a time limit or burn-off, defined obligations, a release path on sale or departure, and an agreement among the owners on how the burden is shared. You know when your exposure ends, and the documents say so.

The control exists on paper only if the negotiated guarantee sits in a drawer while amendments and renewals are signed without anyone checking it. Calendar the burn-off dates, the renewal dates, and the release conditions, and review the guarantee before any amendment, assignment, or sale.

30-Day Priorities

• Gather every lease and guarantee you have signed, with all amendments.
• List each guarantee’s cap, term, renewal coverage, and release conditions, and note any that have none.

90-Day Priorities

• For leases nearing renewal, prepare the guarantee terms you will ask for before the landlord sends its renewal form.
• Put an agreement in place among co-owners on how guarantee payments are shared and who carries the guarantee after a departure.

Ongoing Monitoring

• Review the guarantee before signing any lease amendment, expansion, or extension.
• Review it again before any sale of the practice or change in ownership.

The practical decision rule is simple: if you cannot state what your guarantee covers, how much it can cost you, and when it ends, you have not finished negotiating it. Decide the limits before your signature decides them for you.

Frequently Asked Questions

What is a medical office lease personal guarantee?

It is a separate promise by an individual, usually an owner, to pay the practice’s lease obligations if the practice does not. Florida requires that kind of promise to be in writing and signed by the person bound by it (Fla. Stat. § 725.01).

Does my LLC protect me if I sign a personal guarantee?

No. Fla. Stat. § 605.0304 protects members and managers from the company’s obligations solely by reason of their role. A guarantee is your own promise, so the LLC’s protection does not reach it.

Does the guarantee cover lease renewals?

It depends on its terms. Many guarantees cover every renewal, extension, and holdover period unless they say otherwise. Read the guarantee for its term and ask for renewals to be excluded or to require a new guarantee.

Can the landlord change the lease without my consent and still hold me to the guarantee?

Many guarantees say so expressly. If yours does, a later amendment signed by the practice can change what you guarantee. Negotiate that clause before you sign, and review every amendment against the guarantee.

Does selling my practice release me from the lease guarantee?

Not by itself. An assignment of the lease to a buyer does not usually release the guarantor unless the landlord agrees or the guarantee provides for it. Negotiate a release on an approved assignment before you sign.

What can I offer instead of a personal guarantee?

A larger security deposit, a letter of credit issued for the practice, a capped or declining guarantee, or a guarantee that ends when the practice surrenders the space properly. What a landlord accepts depends on the landlord, the market, and the practice’s financial history.

About the author. Peter Suarez is the President of Vitale, Suarez & Associates, P.A. in Miami Lakes, Florida, the firm founded in 1982 as The Health Law Offices of Anthony C. Vitale, P.A. He has worked in healthcare law at the firm for 38 years, first as a Florida Registered Paralegal and Office Administrator, and was admitted to The Florida Bar in 2025 after earning his J.D. from Florida International University College of Law. He also holds a B.A. in Business Administration, magna cum laude, from Florida International University. He played an integral role in a three-week federal trial involving a physician charged with conspiracy to unlawfully dispense and distribute controlled substances. He is a member of the American Health Law Association, the American Bar Association, the Dade County Bar Association, and the Cuban American Bar Association. Learn more about the firm’s attorneys.

This article is for general information purposes only and should not be taken as legal advice for any individual case or situation. Reading it, or corresponding with us through this site, is not intended to create and does not create an attorney-client relationship. Federal and Florida healthcare regulations change frequently, and how any rule applies depends on the specific facts of your arrangement, your payor contracts, and your jurisdiction. Vitale, Suarez & Associates, P.A. is based in Miami Lakes, Florida and represents clients in Florida. If you have received an audit notice, records request, subpoena, civil investigative demand, or overpayment demand, speak with a licensed attorney before you respond.

Past results do not guarantee or predict a similar outcome in any future matter. Every case depends on its own facts.

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