Commercial Leases/Business Goodwill

The termination by mutual agreement requires the mutual consent of the parties in accordance with the provisions of Article 1193 of the Civil Code . It involves the meeting of an offer and an acceptance and is effected as soon as one party accepts the offer of termination made by the other, regardless of the form of this meeting of wills. Indeed, this can occur by mail confirmed by registered lett …

Existence of mutual agreement

The termination by mutual agreement requires the mutual consent of the parties in accordance with the provisions of Article 1193 of the Civil Code . It involves the meeting of an offer and an acceptance and is effected as soon as one party accepts the offer of termination made by the other, regardless of the form of this meeting of wills. Indeed, this can occur by mail confirmed by registered letter , or be tacit, and result from the factual circumstances .

The existence of mutual agreement is not presumed. The intent of the parties must be certain and unequivocal . Thus, termination does not result from an agreement between the parties, despite the return of keys to the landlord and the vacating of the premises, as long as there remains a significant rent debt and the landlord notes, in the bailiff's report, that the tenant left without notice . Similarly, the fact that a tenant enters into a second lease or moves out is not sufficient, in the absence of definitive vacating of the premises and return of keys to the landlord, to demonstrate the unequivocal intent of the latter to accept early termination . Depending on the surrounding circumstances, the return of keys may or may not suffice to characterize the certain and unequivocal intent of the parties to terminate the lease . When premises have been leased to several tenants, the sole intent of one of them to terminate the lease is not sufficient to end the contract with respect to the other co-tenants .

The parties must agree both on the principle and the consequences of the termination. This applies to the amicable and early termination agreement, by which the lessee undertakes to vacate the premises, pay the rents and charges due on that date, and pay, on the day of signing the agreement, a termination indemnity , and which includes reciprocal concessions . The amicable termination may also be subject to conditions  set by the parties, such as the signing of a new lease with the lessee's successor .

CA Angers, 11 June 2024, LawLex202400004462JBJ.

Cass. 3e civ., 9 February 1991, LawLex202300011127JBJ; CA Paris, 2 March 2016, LawLex202300012423JBJ, for a registered letter following a telephone conversation between the parties.

Cass. 3e civ., 24 January 1996, LawLex202200003021JBJ, which specifies that if these conditions are not met, the lease is not terminated.

Cass. 3e civ., 14 November 2007, LawLex202200003530JBJ, which emphasizes that the landlord may, in this case, unless there is an abuse of rights, modify the conditions of the new agreement.

Cass. 3e civ., 23 March 2011, LawLex202300011128JBJ; CA Paris, 2 March 2016, LawLex202300012423JBJ, which holds the acceptance by the lessor who accepted the return of the keys and recovered possession of the premises free of any occupation.

CA Bordeaux, 14 December 2012, LawLex202200003483JBJ; CA Versailles, 4 November 2014, LawLex202200003450JBJ; CA Metz, 17 May 2018, LawLex202200003495JBJ.

Cass. 3e civ., 2 October 2002, LawLex202300003217JBJ.

CA Bordeaux, 14 December 2012, LawLex202200003483JBJ; CA Toulouse, 7 June 2017, LawLex202200007158JBJ.

For a lack of certain and unequivocal intent by the parties to revoke the commercial lease, See Bordeaux, 11 May 2016, LawLex202300012424JBJ; Cass. 3e civ., 18 February 2014, LawLex202300012425JBJ; Versailles, 4 November 2014, LawLex202200003450JBJ. - On the existence of a certain and unequivocal intent by the parties to terminate the lease, See Cass. 3e civ., 23 June 2009, LawLex202200007159JBJ; Paris, 2 March 2016, LawLex202300012423JBJ; Cass. 3e civ., 7 July 2015, LawLex202200006999JBJ

Cass. 3e civ., 18 February 2015, LawLex202200004175JBJ; 15 December 2016, LawLex202200002050JBJ.

CA Lyon, 29 June 2017, LawLex202200007157JBJ.

Paris, 27 June 2012, LawLex202200003482JBJ; CA Versailles, 6 June 2017, LawLex202200003467JBJ.

Commercial Leases/Business Goodwill

246. Existence of mutual agreement

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246. Existence of mutual agreement

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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