Commercial Leases/Business Goodwill

Beyond the operation or single use, case law recognizes the existence of the same clientele, when a building hosts multiple activities, as an additional criterion of monovalence. Behind this criterion lies the notion of accessory, according to which the activity in question would actually be ancillary to the main operation. Article R. 145-10 of the Commercial Code applies only if the premises are  …

Economic unity of clientele

Beyond the operation or single use, case law recognizes the existence of the same clientele, when a building hosts multiple activities, as an additional criterion of monovalence. Behind this criterion lies the notion of accessory, according to which the activity in question would actually be ancillary to the main operation. Article R. 145-10 of the Commercial Code applies only if the premises are arranged to constitute a single operation concerning the same clientele , the monovalent or non-monovalent nature of commercial premises must be assessed based on the autonomy or interdependence of the different activities . Indeed, the effective exercise in the premises of a building of two distinct economic activities, neither of which is ancillary to the other, does not allow for the premises to be considered monovalent .

Thus, the premises are considered single-purpose when the operation of a bar-restaurant reserved for hotel guests is ancillary to the hotel activity . This is not the case, however, for hotel-restaurant premises when the hotel and restaurant activity is almost nonexistent, with the disputed premises being primarily and almost exclusively used for a “bar-tobacco-newspaper” business that caters to a clientele entirely distinct from that of a hotel establishment , or when the hotel and restaurant have significant and autonomous activities, with both activities being separable and of a different nature, thus making the premises multi-purpose .

When premises host several monovalent activities, judges dismiss the criterion of customer unity. Thus, the fact that rented places are used for different forms of entertainment does not alter their monovalent nature as long as they were built and designed for a single use as a performance venue, and their conversion for another activity would require dividing the premises both in surface and height, leading to extensive and very costly work . Similarly, halls that themselves constitute a monovalent space without even a temporary alternative use being conceivable are divided into units, all of which have a monovalent nature insofar as it is not possible to modify a single one for any use other than a food business, as the halls cannot be used for another purpose unless all units are transformed, which would involve significant and costly work .

Cass. 3e civ., 30 June 2004, LawLex202100005847JBJ.

CA Nancy, 19 October 2011, LawLex202100005851JBJ.

Cass. 3e civ., 25 November 2009, LawLex202100005843JBJ: in this case, the building was initially constructed for a single use as a garage-hotel.

Nancy, 19 October 2011, LawLex202100005851JBJ, prec.: in this case, the lessee does not demonstrate having a restaurant activity independent of that directly linked to the hotel activity.

Cass. 3e civ., 30 June 2004, LawLex202100005847JBJ, op. cit.

Cass. 3e civ., 30 September 1998, LawLex202100005848JBJ: in this case, the premises had separate entrances in the building, and the restaurant generated high revenue and had a clientele distinct from that of the hotel; 12 April 2018, LawLex202100005841JBJ: in this case, the configuration of the premises allowed the two activities, benefiting from independent entrances, to be operated separately, both materially and economically, the hotel and the two restaurants had different opening dates, hours, access, and clientele, and generated distinct revenues.

Cass. 3e civ., 21 March 2007, LawLex202100005942JBJ.

CA Rennes, 6 June 2012, LawLex202100006228JBJ.

Commercial Leases/Business Goodwill

136. Economic unity of clientele

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Les notions juridiques connexes

136. Economic unity of clientele

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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