Commercial premises are sold by a deed that brings together the let premises and other lots, some of which belong to a different owner. The Court of Appeal sees in it a single sale of distinct commercial premises (cession unique de locaux commerciaux distincts), which article L. 145-46-1 of the French Commercial Code (Code de commerce) removes from the tenant’s right of first refusal (droit de préférence). On 6 November 2025, in a reported decision, the Third Civil Chamber of the Cour de cassation (the French supreme court for civil and commercial matters) held that a single deed is not enough without a single owner, but dismissed the appeal: the let premises were only part of the property sold by their landlords.
The facts
By notarial deed of 12 November 2019, an SCI (société civile immobilière, a French property-holding company) acquired nine lots in a co-owned building. Lots no. 1, 21, 51, 52, 53 and 54 belonged jointly (en indivision) to three persons, the sellers; lots no. 41, 55 and 56 belonged to one of them alone. Lots no. 21, 51, 52, 53 and 54 were let under a commercial lease (bail commercial) to a company, the tenant; lots no. 41, 55 and 56 to another company. Lot no. 1 was not let to the tenant.
Relying on article L. 145-46-1, the tenant sued the sellers, the SCI, the notaire (French civil-law notary) and the notarial firm for annulment of the sale and damages. On 11 July 2023 the Reims Court of Appeal dismissed the claim for annulment of the sale of the jointly owned lots: according to the appeal, it saw a single sale of distinct commercial premises in that deed, which contained a sale in two articles.
The tenant appealed. In its view, without the same owners there was no single sale, and the single deed, purely artificial, had been designed only to defeat its right.
The decision
The Cour de cassation dismissed the appeal (Cass. 3e civ., 6 November 2025, appeal no. 23-21.442, reported), while siding with the tenant on the notion of a single sale.
It first set out that the notification to the tenant of the intention to sell is an offer to sell and that, under the last paragraph of the provision, “these provisions apply neither to the sale as a whole of a building containing commercial premises nor to the single sale of distinct commercial premises” (translated from the French, as are the quotations below).
It then clarified the second exception: “The sale by a single deed of premises let under a commercial lease and of other premises belonging respectively to distinct owners does not constitute a single sale within the meaning of that provision.” The Court of Appeal was therefore wrong to reject the tenant’s challenge, which denied the existence of a single sale because the premises did not belong to a single owner.
The appeal ruling nonetheless stands. The Court of Appeal had found that the joint owners’ sale also covered lot no. 1, which was not let to the tenant. Citing two reported rulings of 19 June 2025 (appeals no. 23-17.604 and no. 23-19.292), the Court recalled that “a commercial tenant does not enjoy a right of first refusal where the let premises form only part of the property sold”. On this “purely legal ground, substituted for those criticised”, the decision is “legally justified”.
The solution may be compared with a reported ruling of 29 June 2022 (appeal no. 21-16.452), which had applied the exception to the sale, by the same landlord, of two shops let to different tenants, together with a flat and cellars: the 2025 ruling specifies its condition, a single owner. Where the right applies and is disregarded, the sale is void and the tenant has two years to act, under a ruling of 18 December 2025 discussed in the article on nullity and the two-year limit.
What this changes for valuation
Who sells what: the first question. The single-sale exception depends on who owns the assets, not on the form of the deed. The ruling reasons on the joint owners’ sale alone: a deed that brings together several sellers is analysed seller by seller. The valuer therefore records, lot by lot, the owner, the nature of the right (full ownership, joint ownership, split ownership), the current lease and its holder, from the title deeds and the co-ownership’s division schedule (état descriptif de division); the price is apportioned along ownership lines.
The scope of each sale governs the right. The question therefore becomes whether the let premises are the whole property sold by their landlord or only part of it. Here, it was enough that lot no. 1, not let to the tenant, was sold together with the lots it rented. Let premises sold alone must, save for statutory exceptions, first be offered to the tenant, and the notified price becomes the tenant’s purchase price, as the ruling on the sale to a family SCI shows. Sold with other lots in the same building belonging to the same landlord, as here, they can go to a third party without a prior offer and are then valued as an occupied property, with a discount for occupation (décote pour occupation) that depends on the rent, the remaining term of the lease and the quality of the tenant. The Court ruled neither on the alleged fraud nor on assets located outside the building.
Apportioning the price between sellers and between lots. When several owners sell by the same deed, the global price is split so that each receives the price of its own assets, at the value of each lot, let or vacant, with its market references, and not by a convenient key. If the make-up of the sale is disputed, a report prepared at the date of the sale allows the judge to reason on values rather than on the wording of the deed.
Farm leases: same requirement, different effects. On 16 April 2026 the Court held, for the farm tenant’s pre-emption right, that only assets belonging to the same owner can form an indivisible whole. That more recent decision applies the Rural Code (Code rural) and does not alter the commercial solution. The effects diverge: the farm tenant keeps the right over the let land alone when the landlord sells more widely, unless there is an indivisible whole, whereas the commercial tenant loses the right as soon as its premises are only part of the property sold by its landlord.
What the valuer takes from it
- The single sale of distinct commercial premises, which sets aside the right of first refusal, presupposes a single owner; gathering different sellers in one deed is not enough.
- The tenant has no right of first refusal when its premises are only part of the property sold by its landlord, a rule the Court applied here of its own motion to uphold the appeal ruling.
- The report identifies the owner and the lease of each lot, then apportions the price at the value of each lot, occupied or vacant, with references.
- Under a farm lease, assets of different owners never form an indivisible whole: the farm tenant keeps the right over the let land.
Further reading
The Market value page describes the assignment, its timescale and its fee. The guide My landlord refuses to renew my lease in France: what compensation? and the glossary entries droit de préemption, décote pour occupation and bail commercial complement this article. On the sanction: Tenant’s right of first refusal: nullity and a two-year limit. On the same theme: 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
Let premises sold with other lots, with no offer to the tenant?
I establish the value of the let premises and of each lot sold with them, identify who owns what and apportion the price between the sellers, to prepare a notification or examine a disputed sale.
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).
