A landlord sells premises let under a French commercial lease (bail commercial); according to the tenant, they were not first offered to it, as article L. 145-46-1 of the Commercial Code (Code de commerce) requires under the tenant’s right of first refusal (droit de préférence). What sanction can the tenant obtain, and within what time limit? The reported decision of the Third Civil Chamber of the Cour de cassation (the French supreme court for civil matters) of 18 December 2025 answers that the sale is void and that the tenant’s action is time-barred after two years. For the valuation of the premises, this is a real risk to the buyer’s title, confined to a two-year period whose starting point the decision does not set.
The facts
A company operates a care home for dependent elderly people in a building let under a commercial lease signed on 15 July 2010 with a property company (SCI, société civile immobilière, a French property-holding company). By notarial deed of 30 June 2017, the SCI sold the building to a simplified joint-stock company (SAS). On 18 June 2020, the SAS, now the owner, notified the tenant, under article L. 145-46-1, of its intention to sell the building.
By writs of 9 and 16 July 2021, the tenant sued the SCI and the SAS for annulment of the sale of 30 June 2017, refund of the rents paid since, and damages, arguing that the sale had been made in fraud of its rights. The SAS raised the time bar. On 24 November 2023, the Paris Court of Appeal held nullity to be the sanction, applied the two-year limitation period of article L. 145-60 and declared the claims for annulment and refund of rents inadmissible as time-barred.
The tenant appealed. In its view, the sale should have been deemed unwritten (réputée non écrite) under article L. 145-15, which made its action imprescriptible; failing that, the action, not being brought under the commercial lease, fell under the five-year limitation period of article 2224 of the Civil Code, which had not expired.
The decision
The Cour de cassation dismissed the appeal (Cass. 3e civ., 18 December 2025, appeal no. 24-10.767, reported).
It started from the texts. An owner who intends to sell premises for commercial or craft use informs the tenant, and the Court recalled that “This notification must, on pain of nullity, state the price and the terms of the intended sale. It constitutes an offer to sell in favour of the tenant” (translated from the French). If the owner then decides to sell on terms or at a price more favourable to the buyer, the notary (notaire, the French civil-law notary) must, if the landlord has not done so, notify them to the tenant, “on pain of nullity of the sale”. Article L. 145-60 provides that “all actions brought under this chapter are time-barred after two years”.
It drew two rules from them. First, “the sale of let premises concluded by an owner of premises for commercial or craft use with a third party in breach of the right of first refusal of the tenant under a commercial lease, provided by article L. 145-46-1 of the Commercial Code, is sanctioned by nullity”. Second, “the action for nullity of that sale brought by the tenant, which is exercised under the statute governing commercial leases, is subject to the two-year limitation period of article L. 145-60 of the same code”. The grounds of appeal, “which assume the contrary”, were rejected: no sale deemed unwritten, no five-year period.
The distinction matters. An action to have a commercial lease clause deemed unwritten is not subject to any limitation period, as the Court recalled in a case on an indexation clause. Nullity, by contrast, must be sought within a time limit.
What this changes for valuation
A risk to the title, bounded by the time bar. A sale of commercial premises made without the offer owed to the tenant may be annulled; the buyer, like its lending bank, carries that risk until the action is time-barred, from a starting point that remains to be established. The report treats it as a reservation, not as a permanent discount. A valuer assessing recently acquired premises notes in the deed the notification made to the tenant, or the exception relied on, which is assessed seller by seller, as the ruling of 6 November 2025 on grouped sales shows.
A starting point to document. Article L. 145-60 sets a duration; its starting point depends on the action: the effective date of the notice to quit for eviction compensation (indemnité d’éviction), the request for application of the statute for the rent of a lease born of short-term leases. For the action for nullity of the sale, the decision is silent; here it had been brought four years after the sale. The report therefore draws no conclusion on the time bar, which is a matter for the lawyer and the judge: it records the relevant dates, the sale, the tenant learning of the change of owner, any later notification.
What nullity puts back at stake. The decision does not deal with the consequences of annulment. Under the general law of contract (articles 1178 and 1352 et seq. of the Civil Code), restitution runs between the parties to the sale, seller and buyer: the building returns to the seller against repayment of the price, and the rents collected by the buyer, as fruits of the property, like the interest on the price, enter the account according to each party’s good or bad faith. The lease continues, and the tenant remains liable for the rent to the owner. The tenant’s claim for refund of the rents was, for its part, declared time-barred, without the Court ruling on its merits. The report establishes the market value of the premises at the date of the sale and the account of rents over the period, to measure the stakes before suing or settling.
An accurate notification, an early decision. Nullity also strikes a notification that does not state the price and terms of the intended sale. The landlord therefore sets the notified price knowing the value of the premises, vacant and let, since the tenant may accept it, as the sale to a family SCI illustrates. A tenant who discovers a sale made without an offer decides, for its part, whether to act before the time limit runs out, knowing that nullity sets the sale aside without making the tenant the buyer.
What the valuer takes from it
- A sale of commercial premises made in breach of the tenant’s right of first refusal is void; it is not deemed unwritten.
- The tenant’s action for nullity falls under the commercial leases statute and is time-barred after two years, not five.
- The risk of nullity weighs on the buyer’s title until a time bar whose starting point the decision does not set: the report flags it as a reservation and records the relevant dates.
- Under the general law, which the decision does not address, restitution runs between seller and buyer: the value of the premises at the date of the sale and the account of rents collected since shed light on the stakes.
Further reading
The Market value page describes the assignment and its fee. The guide Producing a valuation in a French court: which format to choose? and the glossary entries droit de préemption and bail commercial complement this article. On the same theme: Tenant’s right of first refusal: a grouped sale needs one owner, Premises sold to a family SCI: the tenant keeps first refusal and Eviction compensation in France: the tenant has two years to act. The decision is available on Légifrance.
What next
Commercial premises sold without an offer to the tenant?
I establish the value of the let premises at the date of the sale and quantify the restitution that nullity would entail between seller and buyer, so that the decision to sue or to settle rests on figures.
Free quote, by email or by phone. No commitment before the quote is accepted. Fees are never linked to the value of the property (Charte de l’expertise, Title I, §2.1).
