Commercial Leases/Business Goodwill

If the legal duration of the commercial lease is set at nine years, it can, however, be of a shorter duration. Indeed, under the terms of Article L. 145-4, para. 2, of the Commercial Code, “the lessee has the option to give notice at the end of a three-year period, at least six months in advance,” without the obligation to justify it . The duration of the lease can thus be limited to three years. The absence of notice at the end of each three-year period does not, however, affect the lease, which continues under the conditions of the initial lease, except for the possibility of legal rent revision .

Previously, it was possible to derogate from the rule by depriving the lessee of this option since Law No 85-1408 of 30 December 1985  had amended paragraph 2 of Article L. 145-4 of the Commercial Code by allowing the parties to include a stipulation preventing or discouraging the lessee from exercising their option to terminate the commercial lease at the end of each three-year period. Thus, for example, “in the absence of an agreement to the contrary,” the parties could agree that in the event of a three-year termination, the lessee would owe compensation intended to offset the damage suffered by the lessor due to the early termination of the lease . Law No 2014-626 of 18 June 2014 abolished the derogatory provision , with Article L. 145-4 now being mandatory .

Paragraph 2, however, provides a limited list of leases in which the parties may insert contrary stipulations. Thus, it concerns “leases concluded for a duration exceeding nine years, leases for premises constructed for a single use, leases for premises exclusively used as offices, and those for storage premises mentioned in 3° of III of Article 231 ter of the General Tax Code.”

Finally, Article L. 145-7-1 of the Commercial Code, which is of public order , prohibits any termination at the end of a three-year period concerning “commercial leases signed between owners and operators of tourist residences mentioned in Article L. 321-1 of the Tourism Code,” which have a minimum duration of nine years. However, this provision does not apply to renewed leases, which are subject only to Article L. 145-12 of the Commercial Code .

Cass. 3e civ., 16 November 1994, LawLex202100003785JBJ.

Cass. 3e civ., 10 October 1973, LawLex202200004256JBJ.

Law No 85-1408 of 30 December 1985 on improving competition.

Cass. 3e civ., 21 June 1995, LawLex202100003786JBJ.

Act No 2014-626 of 18 June 2014 on Craftsmanship, Commerce, and Very Small Enterprises, Art. 2.

Cass. 3e civ., 9 February 2017, LawLex202100003791JBJ.

Cass. 3e civ., 7 September 2023, LawLex202400001735JBJ.

90. Tenant