Commercial Leases/Business Goodwill

Actions that do not fall under the provisions related to the status of commercial leases are subject to the general five-year statute of limitations (Article 2224 Civil Code; Article L. 110-4 Commercial Code). This applies to:
- the action for termination of the commercial lease for non-performance of contractual obligations ;
- the action seeking the recognition of the acquisition of the terminat …

Common law prescription

Actions that do not fall under the provisions related to the status of commercial leases are subject to the general five-year statute of limitations (Article 2224 Civil Code; Article L. 110-4 Commercial Code). This applies to:

- the action for termination of the commercial lease for non-performance of contractual obligations ;

- the action seeking the recognition of the acquisition of the termination clause ;

- the action for payment of a termination indemnity stipulated in a commercial lease in the event of early termination ;

- the action for payment of the occupancy indemnity brought against an occupant without right or title ;

- the request for the eviction of the tenant without right or title ;

- the action for the landlord's breach of their obligation to deliver the leased commercial premises in conformity ;

- the action for the return of the security deposit , but not the claim for payment of interest that may be due on the amount paid as a security deposit, pursuant to Article L. 145-40 of the Commercial Code, which is subject to the two-year limitation period set forth by Article L. 145-60 ;

- the action for annulment of rent indexation clauses due to the illegality of the indices used ;

- the action for payment of overdue rent , as well as charges and taxes ;

- the action for payment of a compensatory indemnity for exceeding the deadline for completion of the work .

If, initially, the Court of Cassation considered that the request, which aims to establish the existence of a statutory commercial lease arising from the tenant's continued possession following a derogatory lease, pursuant to Article L. 145-5, was not subject to the two-year limitation period of Article L. 145-60, thus opening the way to the common five-year limitation period , it now holds that such an action is imprescriptible . The same applies to an action seeking to declare a lease clause unwritten based on Article L. 145-15 of the Commercial Code .

However, there are some exceptions related to the application of the five-year general statute of limitations. Thus, real property actions are subject to a thirty-year statute of limitations (Art. 2227 Civil Code), as well as financial obligations related to the repair of environmental damage caused by installations, works, structures, and activities governed by the Environmental Code (Article L. 152-1 Environmental Code).

Cass. 3e civ., 3 July 1985, LawLex202200001105JBJ, according to which the action for termination of the lease for non-compliance with its clauses, notably the contractual purpose clause, is not subject to the two-year limitation period of Article L. 145-60 of the Commercial Code; 12 July 1989, LawLex202300014713JBJ.

Paris, 11 June 1999, No 1998/00903; Versailles, 11 September 2012, LawLex202400000317JBJ; Paris, 31 March 2021, LawLex202400000318JBJ, which holds that the landlord's action for the purpose of establishing the acquisition of the termination clause, based on the alleged breach of the tenant's contractual obligations and the lease's termination clause, and not on the specific provisions of the commercial lease status, is subject to the five-year general statute of limitations.

Paris, 27 June 2024, LawLex202400005042JBJ.

Cass. 3e civ., 14 January 2016, LawLex202400000315JBJ.

Cass. 3e civ., 1 October 2014, LawLex202100001444JBJ.

Cass. 3e civ., 25 May 2023, LawLex202300008277JBJ.

Cass. 3e civ., 19 November 2020, LawLex202200009544JBJ.

Cass. 3e civ., 9 March 2023, LawLex202300009128JBJ.

Cass. 3e civ., 14 March 1973, LawLex202300014709JBJ, according to which the action for payment of the occupancy indemnity brought against an occupant without right or title, at the request of the property owner, is not subject to the prescription set forth by Article 145-60 of the Commercial Code, solely because it is merely the compensation for the damage resulting from an irregular occupation of the premises by a party deriving no rights from the provisions on commercial leases; 21 May 1974, LawLex202400000313JBJ.

Cass. 3e civ., 12 February 1971, LawLex202400000314JBJ: the request for the eviction of the tenant without right or title, a common law action separable from the provisions relating to the status of commercial leases, once the notice has been validated, is not subject to the two-year limitation period of Article L. 145-60 of the Commercial Code.

CA Rouen, 1 June 2022, LawLex202400000319JBJ.

By analogy, Cass. 1re civ., 24 November 2021, LawLex202300012539JBJ, according to which the action for restitution based on a deposit contract constitutes a personal action, distinct from the action for recovery, so that it is subject to the general civil statute of limitations for personal or movable actions.

CA Paris, 10 February 1999, No 1996/80439.

Cass. com., 2 February 2010, LawLex202300014707JBJ, which specifies that the action of a tenant-manager for the nullity of rent indexation clauses due to the illegality of the indices used, being based on Article L. 112-2 of the Monetary and Financial Code, does not fall within the scope of the two-year limitation period of Article L. 145-60 of the Commercial Code.

Cass. 3e civ., 5 October 1994, LawLex202300014714JBJ.

Commercial Leases/Business Goodwill

351. Common law prescription

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

351. Common law prescription

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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