A property company (SCI, société civile immobilière) owns premises let to a driving-training centre. Its manager wants to pass them to his children: he promises to sell to a second SCI, formed between him and them, for 450,000 €. The notary notifies the offer to the tenant, who does not reply. Then the payment terms change, the price becoming payable over fifteen years in quarterly instalments; a new notification, and this time the tenant accepts. The landlord refuses to sign, relying on the exemption that removes the right of first refusal for transfers to the landlord’s spouse, ascendants and descendants. The Rennes Court of Appeal declares the sale completed in favour of the tenant, and on 5 March 2026 the Cour de cassation (the French supreme court for civil matters) approved, in a reported decision: an SCI, even one formed exclusively between relatives, has a legal personality distinct from its members, and a sale to it is not a transfer to a descendant. The case also shows that a price payable on credit is not the same price, which concerns valuation directly.
The facts
SCI du Plessis Bouchet, managed by Mr L., lets premises under a commercial lease (bail commercial) to the company Centre de formation routière Marionneau. On 6 July 2018 it grants a promise of sale of those premises to SCI Fenix, formed by Mr L. and his two children, at a price of 450,000 €, payable 110,000 € in cash and the balance by instalments over fifteen years, subject to the condition that the tenant does not exercise its right of first refusal. On 31 July 2018 the notary notifies the offer of sale to the tenant under article L. 145-46-1 of the Commercial Code; the tenant does not express an intention to buy.
The owner then decides to sell at 450,000 € payable over fifteen years in quarterly instalments of 7,500 €, with the option of early repayment. The notary notifies the tenant of an offer on these new terms on 30 November 2018; the tenant accepts on 12 December. The landlord refuses to complete; the tenant sues for the sale to be enforced, and the landlord joins the notary for indemnity. The Rennes Court of Appeal, on 28 November 2023, declares the sale completed by acceptance of the offer and rules that its judgment stands as the sale.
The decision
The third civil chamber dismissed the appeal (Cass. 3e civ., 5 March 2026, no. 24-11.525, reported). It recalls the mechanism of article L. 145-46-1: notification of the intention to sell “constitutes an offer of sale to the tenant”, and “where the owner decides to sell on terms or at a price more advantageous to the buyer, the notary must, where the landlord has not already done so, notify the tenant in the forms provided by the first paragraph, on pain of nullity of the sale, of those terms and that price”. The last paragraph excludes these provisions for “the transfer of premises to the landlord’s spouse, or to an ascendant or descendant of the landlord or of his spouse”.
The new rule fits in one sentence: “A sale made to a property company, even one formed exclusively between relatives by blood or marriage, which has a legal personality distinct from its members, does not constitute such a transfer.” The parties to the intended sale being two SCIs and not natural persons, the tenant enjoyed the right of first refusal.
The Court also rejects the plea concerning the notary: the landlord asked only to be indemnified against any award, without quantifying the lost chance of passing its property to the children, so the Court of Appeal could find that no such claim was before it.
What this changes for valuation
Family transfer through an SCI does not escape the tenant. The exemption in article L. 145-46-1 covers persons, spouse, ascendants, descendants; it does not extend to the company they form, whatever the composition of its capital. A landlord who wants to place commercial premises in a family SCI, to prepare an inheritance or a gift-partition, must first offer the premises to the tenant, at the price and on the terms of the intended sale. The price set for the children becomes the price at which the tenant can buy.
A price on credit is not a cash price. The ruling shows it: a price of 450,000 € payable over fifteen years in quarterly instalments of 7,500 € without interest is a more advantageous term than the same price with 110,000 € in cash, and it calls for a new notification. For the valuer, that price has a present value: at 4 % a year, sixty quarterly instalments of 7,500 € are worth a little over 337,000 € today, not 450,000 €. The valuation report translates payment terms into present value, so that the landlord knows what is really being given up and the tenant measures what it is accepting. A price of convenience between relatives, deferred and interest-free, compares poorly with a market price until it has been discounted.
Vacant value, let value. Premises let to a third party sell with a discount for occupation, depending on the rent, the term of the lease and the quality of the tenant; they are worth more in the hands of the tenant itself, which merges the leasehold right with ownership. When the tenant exercises first refusal, it pays the notified price, computed for a buyer taking the premises let; a valuer preparing the notification establishes both values, vacant and let, and the landlord chooses the price knowingly, because the tenant will take it at its word.
Price in family transactions. A sale to the children’s SCI is often priced with the tax administration in mind, for duties, capital gains or the risk of abuse of law. This ruling adds a constraint: the price must also hold up against the tenant, who can take it. An independent valuation, with references, serves both aims: justifying the price to the administration and setting a price the landlord is content to see accepted by the tenant.
The notary and the lost chance. The notary had, according to the Court of Appeal, committed a fault; the landlord did not quantify the lost chance of passing the property to the children, and obtained nothing on that head. A lost chance can be quantified: value of the property, probability that the transfer would have gone through, advantage lost. The valuer supplies that figure when asked, and the ruling is a reminder that it has to be asked for.
What the valuer takes from it
- A sale of commercial premises to an SCI, even an exclusively family one, is not a transfer to a descendant: the tenant keeps its right of first refusal.
- More favourable payment terms, such as a price payable over fifteen years, are more advantageous terms that call for a new notification.
- A price on credit is translated into present value before any comparison with the market.
- The landlord sets the notified price knowing the vacant value and the let value, because the tenant can take it.
- A lost chance is obtained only when quantified.
Further reading
The Market value page describes the assignment, its timescale and its fee. The glossary entries droit au bail, décote pour occupation and parts de SCI complement this article. On the same theme: Eviction compensation after pre-emption: the leasehold right and the tenant’s buildings and Valuing SCI shares: guide and worked example. The decision is available on Légifrance.
What next
Commercial premises to sell, a tenant in place, and a price to notify?
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