In two rulings dated November 6, 2025, the Cour de cassation confirms the rigorous application of
provisions stemming from the Pinel law of June 18, 2014 with regard to resolutory clauses inserted in a
commercial lease.
The Court ruled that a clause providing for a 15-day period before automatic termination
is acquired must be deemed unwritten in its entirety. As the clause is deemed unwritten,
it is legally deemed never to have existed, so that no termination by operation of law
can be based on it.
Legal analysis
- Reminder of the legal framework
According to article L. 145-41 of the French Commercial Code, any resolutory clause included in a
commercial lease can only take effect one month after an unsuccessful summons to pay.
This provision also requires, on pain of nullity, that the summons expressly mentions
this time limit.
Article L. 145-15, as amended by the Pinel law, stipulates that any stipulation having the
effect of thwarting these rules is deemed unwritten. Thus, the sanction has been tightened by the law of
2014: what previously came under the heading of nullity now comes under the heading of absolute unenforceability. - Scope of the November 6, 2025 ruling
The French Supreme Court (Cour de cassation) has ruled that a resolutory clause providing for a 15-day period – shorter than the
legal time limit – must be set aside in its entirety, even if the summons as such,
complied with the one-month time limit. Indeed, the judge does not have the power to rewrite the clause or to “
regularize” it in part: the sanction of article L. 145-15 applies to the clause in its entirety.
Practical implications
This solution invites lessors to carefully check the resolutory clauses included in
their leases, particularly those concluded before 2014 but still in force. Any clause that does not
comply with the requirements of article L. 145-41 should be deemed not to have been
written, with no possibility of judicial adaptation.
It should also be pointed out that the starting point for the statute of limitations on an action for unwritten
reputation remains debated, but the Court has made it clear, in previous decisions, that this action
was not subject to the statute of limitations, even if it had been acquired before the
Loi Pinel came into force.