Is the Hood System Yours When You Buy a Restaurant?

This article is general information to help you ask better questions — it is not legal advice, and nothing here is a substitute for reading your own lease and purchase agreement and having a qualified attorney in your state review them. Property law varies by state, and outcomes turn on the specific facts and documents in your deal.

Here's a scenario that catches more restaurant buyers than you'd think. You agree to buy a restaurant, you tour the kitchen, and there it is — a full commercial exhaust hood with fire suppression and makeup air, easily a $30,000–$50,000 system. You assume it comes with the place. Then, somewhere around closing, the seller mentions they're taking it, or the landlord says it belongs to the building. Suddenly the deal you priced isn't the deal you're getting.

So: is the hood yours when you buy a restaurant? The honest answer is it depends — and it depends on three things stacked on top of each other: whether the hood is a "fixture" or a "trade fixture," what your lease says, and whether the seller even owns it to sell you. Let's take them in order.

Fixtures vs. trade fixtures — the distinction the whole thing turns on

In general terms, a fixture is personal property that's been attached to real estate so completely that it becomes part of the building — and it generally belongs to the property owner (the landlord). A trade fixture is equipment a tenant installs specifically to carry on their business, and courts have generally allowed tenants to remove trade fixtures at the end of a lease, provided they repair any damage.

Most people accept that a commercial oven a restaurant tenant rolled in and bolted down is a trade fixture the tenant can take. The hood is where it gets genuinely gray, because a hood sits on the line between the two:

• Leaning "trade fixture" (tenant's): a hood attached with bolts that can be removed without substantial damage, installed by the tenant to run their restaurant.
• Leaning "fixture" (landlord's / part of the building): a hood welded and integrated into the building's ductwork, roof penetrations, makeup-air units, and fire-suppression — so annexed that removing it would damage the structure.

Courts weighing this typically look at some version of a three-part test: how it's attached (annexation), how essential it is to the use of the property (adaptation), and the intention of the person who installed it. When a tenant installs equipment to further their own business, there's often a presumption it was meant as a removable trade fixture.

What real courts have actually said

These illustrate how the test gets applied — they are not a promise about your deal, and results differ by state and by facts:

• EBC Properties, LLC v. Urge Food Corp. (Maryland, 2023) — the court applied a three-factor test that leaned heavily on the tenant's intent, and held that equipment the tenant installed to run its grocery business was a trade fixture.
• Perez Bar & Grill v. Schneider (Ohio, 2012) — the court followed the general rule that items placed on the premises exclusively for business purposes, not to become a permanent part of the building, were trade fixtures the tenant could remove.
• R & D Amusement Corp. v. Christianson (North Dakota, 1986) — heating equipment was found to be a trade fixture because it was attached only by bolts and removable without substantial damage, was necessary to the business, and carried the presumption that a tenant's installation is meant as a trade fixture.

The through-line: courts often side with the tenant on removable, business-purpose equipment — but the more permanently something is built into the structure, and the more the lease says otherwise, the less that presumption holds. A deeply integrated hood-and-ventilation system is exactly the kind of item that can flip the other way.

Your lease usually settles it — and often not in the tenant's favor

Here's the part that overrides almost everything above: the default rules only apply when the lease is silent, and commercial leases usually aren't. Landlord form leases frequently state that furniture, trade fixtures, and equipment — and any improvements — become part of the leased premises (that is, the landlord's property) on surrender, even when the tenant paid for them. Others require the tenant to remove their equipment and restore the space. Either clause changes the answer completely.

So before you rely on "a hood is usually a trade fixture," read the lease you'd be taking over for its surrender, removal, and ownership-of-improvements clauses. What those say generally beats the default. (For the terms worth scrutinizing in a restaurant lease, see the lease terms worth fighting for.)

The buyer's twist: a seller can only sell what they own

When you buy a restaurant, you're usually doing an asset sale, and the seller conveys a list of furniture, fixtures, and equipment (FF&E) in a bill of sale. But a seller can only sell what they actually own — and with a hood, that's not a given:

• In a second-generation space, the hood may have been installed by a prior tenant, or by the landlord as part of the build-out — meaning the seller you're buying from may never have owned it.
• If the lease says the hood became the landlord's property, the seller can't convey it to you no matter what the bill of sale lists.
• If it truly is the seller's removable trade fixture, they could also decide to take it unless your purchase agreement clearly includes it.

This is why the FF&E schedule and the lease have to be read together, not separately.

What to check before you sign (the part that keeps you safe)

• Read the lease's surrender and removal clauses — do improvements/FF&E become the landlord's, and is the tenant required to remove or leave equipment?
• Get an itemized FF&E schedule and bill of sale that names the hood and ventilation system specifically — don't rely on "kitchen equipment" as a catch-all.
• Ask for a landlord estoppel or written confirmation of what conveys with the space and what the landlord considers its own.
• Find out who installed the hood and when — especially in a second-gen space — so you know whether the seller ever owned it.
• Fold it into diligence. This belongs on your restaurant due-diligence checklist, alongside confirming the equipment actually works and is code-compliant — a hood you "own" but that fails inspection is its own problem (see build-out delays).
• Have an attorney in your state review the lease and purchase agreement before you commit. This is the single most reliable way to avoid a five-figure surprise.

The bottom line

Don't assume the hood is yours, and don't assume it isn't. Whether it conveys depends on how it's attached, what your lease says, and what the seller actually owns — and the documents, not the default rules, usually decide it. Get it in writing, get it itemized, and get it reviewed. That's how a $40,000 question stops being a surprise.

Comparing restaurant spaces starts with seeing what each one includes. Browse restaurant spaces on ListingLedge, or list your restaurant and spell out exactly what conveys so buyers know what they're getting.

Reminder: general information only, not legal advice. Laws and lease terms vary — consult a licensed attorney in your jurisdiction about your specific situation.