Cass. 3rd civ., June 19, 2025, no. 23-19.292 FS-B and no. 23-17.604 FS-B
The commercial tenant’s preferential right (C. com. art. L 145-46-1), which in principle enables him to acquire first the premises in which he operates his business, 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 only one 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 High Court answers in the negative, adopting an extensive reading of the exception. Thus, the whole sale of a building – including when it comprises only 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 comprises only one commercial premises.
This gives lessors greater legal certainty in implementing such operations, with the possible support of a business law attorney in Toulon.
