N.Y. Real Property Law § 235-c

Refuse unfair lease clause: N.Y. Real Property Law § 235-c

Under N.Y. Real Property Law § 235-c, a court may refuse to enforce an unconscionable lease or clause and allows parties to present evidence of its context.

Official text N.Y. Real Property Law § 235-c — New York

§ 235-c. Unconscionable lease or clause. 1. If the court as a matter of law finds a lease or any clause of the lease to have been unconscionable at the time it was made the court may refuse to enforce the lease, or it may enforce the remainder of the lease without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result.

  • 2. When it is claimed or appears to the court that a lease or any clause thereof may be unconscionable the parties shall be afforded a reasonable opportunity to present evidence as to its setting, purpose and effect to aid the court in making the determination.

Text as published in the 2026 snapshot of the code.

Source: Vaquill Open US Law, compiled from official state publishers (huggingface.co), reproduced under license CC BY 4.0.

Read this provision at the official source →

What it actually says

Section 235-c gives a court three options and no definition. If the court finds, as a matter of law, that a lease or any clause of it was unconscionable at the time it was made, the court may refuse to enforce the lease, enforce the rest of the lease without the offending clause, or limit the application of the clause so as to avoid an unconscionable result. That middle option is the one usually used: the lease survives, one clause does not.

Two details in the text shape how the section is used. First, the moment of assessment is "at the time it was made". A clause that turned out badly is not unconscionable for that reason; the question is what the bargain looked like when it was struck. Second, unconscionability is for the court as a matter of law, not for a jury.

Subdivision 2 sets up the procedure. When it is claimed, or appears to the court, that a lease or clause may be unconscionable, the parties must be given a reasonable opportunity to present evidence as to its "setting, purpose and effect". That is a direction to look at circumstances rather than words alone - how the lease was presented, whether there was any room to negotiate, what the clause actually does in practice. This section is a general safety valve and it sits alongside the specific provisions that void particular clauses outright, which do not need any finding of unconscionability at all.

When it applies

  • A residential lease clause imposing charges or forfeitures out of all proportion to what is at stake.
  • A one-sided term buried in a lease presented on a take-it-or-leave-it basis to a tenant with no bargaining room.
  • A clause requiring the tenant to give up defenses, remedies or notice in a way no specific statute happens to name.
  • A rider that shifts obligations onto the tenant in terms that would leave the landlord owing nothing at all.

What this section does not say

  • It is not a rule about high rent. The section addresses unconscionable terms, and a price the tenant now regrets is not by itself a clause a court will refuse to enforce.
  • It does not judge the lease as it turned out. The test is unconscionability at the time the lease was made.
  • It is not needed for clauses a statute already voids. Waivers of the warranty of habitability, of the deposit rules, of the sublet rules and of exculpatory clauses are void by their own sections without any unconscionability finding.
  • It does not define unconscionable or list forbidden terms. The statute supplies the remedy and the procedure and leaves the standard to the court.

Worked examples

Invented situations, written to show how the wording bites. They are not real cases, not judgments and not precedent, and nothing here predicts what would happen in yours.

Illustrative example

A tenant's lease contains a clause making them pay all of the landlord's costs whatever happens and whoever is at fault. They were handed it on a take-it-or-leave-it basis and told the apartment would go to someone else otherwise.

How the wording applies

A court may refuse to enforce the lease, enforce the rest without the offending clause, or limit the clause so as to avoid an unconscionable result, and the middle course is the usual one. Unconscionability is assessed as at the time the lease was made, and subdivision 2 entitles the parties to present evidence of the clause's setting, purpose and effect. So it turns on the circumstances in which it was signed, not on how badly it has since worked out.

How the parties settled it

They replace it with a mutual clause under which the losing side pays the other's reasonable costs, which both are willing to sign.

Illustrative example

A tenant who agreed a high rent in a frantic market now sees comparable apartments advertised for much less and argues the lease was unconscionable.

How the wording applies

The section addresses unconscionable terms rather than a price the tenant now regrets, and it asks what the bargain looked like when it was struck rather than how it turned out. So the change in the market is the wrong fact; what would matter is something about the clause itself and the circumstances of its making.

How the parties settled it

They agree a smaller increase at the next renewal in exchange for a two-year term, which gives the landlord certainty and the tenant a lower average rent.

Illustrative example

A tenant preparing to challenge a clause that waives the warranty of habitability is told she will first have to prove the clause was unconscionable.

How the wording applies

She will not. Waivers of the warranty of habitability, of the deposit rules and of the sublet provisions, and exculpatory clauses, are void under their own sections without any finding of unconscionability. Section 235-c is the general safety valve for clauses no specific statute names, so what decides the route is whether a specific provision already covers the clause.

How the parties settled it

They set the waiver clause aside as void without argument and spend the session on the repair list, which is what the dispute was actually about.

Related sections

N.Y. Real Property Law § 235-b Warranty of Habitability: N.Y. Real Property Law § 235-b N.Y. Real Property Law § 218 RPL § 218: a tenant cannot sign away good cause eviction protection N.Y. General Obligations Law § 5-321 Lease negligence exemption void: N.Y. GOL §5-321 N.Y. Real Property Law § 238-a Twenty Dollar Fee Cap: N.Y. Real Property Law § 238-a N.Y. Real Property Law § 234 RPL § 234: if the lease gives the landlord legal costs, the tenant gets them too

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We copy this text from the official publisher and re-check it against that source on every page load, but we cannot guarantee it is complete, current or free of error, and we accept no liability for any reliance on it. An amendment can take effect before a consolidation catches up. The publisher's own copy is linked below; where the two differ, it is the official one that counts.

This page reproduces the text of N.Y. Real Property Law § 235-c in force at the date shown and explains it in general terms. It is not legal advice and takes no account of the circumstances of your case, which can change the answer completely. For a live dispute, for limitation periods, and before taking any step in court, consult a qualified lawyer in New York.

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