Cass. 3rd civ., June 19, 2025, no. 23-19.292 FS-B and no. 23-17.604 FS-B
The preferential right of the commercial tenant (C. com. art. L 145-46-1), which in principle enables tenants to acquire the premises in which they run their business as a priority, is excluded in the case of a global sale of a building including commercial premises.
The Cour de cassation clarifies that this exception applies even when the building comprises a single commercial premises.
A long-awaited clarification
The text, written in the plural, gave rise to doubts: should we consider that the exception applied only to sales of buildings comprising several commercial premises?
The French Supreme Court’s answer is in the negative, adopting a broad interpretation of the exception. As a result, the overall transfer of a building – even when it comprises a single business premises – remains excluded from the scope of the tenant’s preferential right.
The ruling of June 19, 2025 puts an end to any uncertainty: from now on, no purge is required in the case of a global sale of a building including a single commercial premises.
Practical commentary
This ruling is a welcome clarification for real estate practitioners and operators.
It confirms that the commercial tenant’s preferential right cannot be invoked in the event of a global sale, even when the building contains only one commercial premises.
This gives lessors greater legal certainty when implementing such operations, with the possible support of a business lawyer in Toulon.