Commercial Leases/Business Goodwill

Under penalty of nullity, the request for renewal of the commercial lease must be addressed to a person qualified to receive it . According to Article L. 145-10, para. 2, of the Commercial Code, it must in principle be notified to the lessor . The request, served by extrajudicial act, which contains an error in the lessor's first name, is not affected by a substantive nullity as long as no text re …

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Under penalty of nullity, the request for renewal of the commercial lease must be addressed to a person qualified to receive it . According to Article L. 145-10, para. 2, of the Commercial Code, it must in principle be notified to the lessor . The request, served by extrajudicial act, which contains an error in the lessor's first name, is not affected by a substantive nullity as long as no text requires the mention of the recipient's first name in the act of serving notice and the mention of an incorrect first name results from a clerical error . In this case, the request will be without effect . If the mention, which contains an error regarding the identity of the principals, does not constitute a cause of substantive nullity of the act as long as it does not alter the identity of its recipient, the renewal request, addressed to a person qualified to receive it, takes effect regardless of the date on which the lessee was actually informed of the change of lessor .

Article L. 145-10, para. 2, further specifies that unless otherwise stipulated or notified by the landlord, the request “may, as well as to himself, be validly addressed to him in the person of the manager, who is deemed to have the authority to receive it” . If it can also be served at the registered office of the landlord's agent, the service delivered to one of its employees claiming to be authorized to receive the document is regular . However, the Paris Court of Appeal considered that the service of the lease renewal request at the office of the judicial officer, with whom the landlord has elected domicile for the execution of a payment order, is not enforceable against the latter .

In the case of multiple owners, Article L. 145-10, para. 2, of the Commercial Code provides that “the request addressed to one of them is valid, unless otherwise stipulated or notified, for all” . Therefore, it is up to one of the co-owners of a building, who intends to refuse the right to renew a commercial lease that the tenant holds by law, to obtain the agreement of their co-owners or, failing such agreement, the authorization provided for in Article 815-5 or 815-6 of the Civil Code .

In the event of the division of ownership between a usufructuary and a bare owner, the renewal request must be notified, on pain of nullity , to each of them . Indeed, Article 595, para. 4, of the Civil Code, which provides that the usufructuary cannot, without the participation of the bare owner, lease a building for commercial use, makes no distinction between renewal and the conclusion of the initial lease, it being specified that the renewed lease constitutes a new lease .

The theory of appearance can justify the notification of the renewal request to the wrong recipient. Indeed, it is accepted that the principal may be bound on the basis of apparent authority, even in the absence of any fault that could be attributed to them, if the third party's belief in the extent of the agent's powers is legitimate, this characteristic assuming that the circumstances allow the third party not to verify the exact limits of these powers . This is the case when correspondence from a lawyer, who is moreover the son of the manager of the company owning the leased premises, led the lessee to believe that the agent's powers were legitimate and allowed them not to verify the limits thereof . Conversely, it has been held that the fact that a usufructuary behaved, in the eyes of the lessee, as the sole and unique owner by collecting the rents does not confer upon them the status of apparent owner, as the real situation could be verified through basic research at the mortgage registry, especially since the lessee was aware that the original lessor had died during the lease .

CA Versailles, 17 December 2013, LawLex202300010408JBJ, which declares null the request for lease renewal improperly addressed as it was delivered to a person who does not have the status of lessor and has never been the manager of the lessor company, nor even its agent.

Cass. 3e civ., 29 June 2005, LawLex202300010412JBJ.

Cass. 3e civ., 19 October 2017, LawLex202300010417JBJ. Also see Colmar, 29 March 2023, LawLex202300010419JBJ.

CA Toulouse, 31 July 2012, LawLex202300010418JBJ.

CA Toulouse, 31 July 2012, LawLex202300010418JBJ, previously cited.

CA Aix-en-Provence, 15 September 2015, LawLex202300011340JBJ.

CA Paris, 26 June 2008, LawLex202300010422JBJ.

Cass. 2e civ., 7 June 2012, LawLex202300010410JBJ.

Cass. 3e civ., 10 February 2015, LawLex202300010411JBJ.

CA Douai, 28 May 2013, LawLex202300010421JBJ.

CA Paris, 14 February 2008, LawLex202300010415JBJ.

CA Paris, 3 July 2019, LawLex202300010420JBJ.

CA Paris, 14 February 2008, LawLex202300010415JBJ, préc.

Cass. 3e civ., 20 December 1989, LawLex202300010416JBJ, which overturns the appellate decision that held, in deciding that the lease was not renewed, that the request letter was addressed to only one of the owners and that the latter could not bind the other, while noting that the owner who received the letter responded that he agreed to the renewal “both in his own name and on behalf of the other co-owner.”

Cass. 3e civ., 18 April 1985, LawLex202200002610JBJ.

Commercial Leases/Business Goodwill

214. Recipient

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Les notions juridiques connexes

214. Recipient

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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