Commercial Leases/Business Goodwill

Governed by Articles L. 144-1 et seq. of the Commercial Code, the lease management contract allows the owner or operator of a business or an artisanal establishment to “totally or partially lease it to a manager at their own risk.”

The operation of the business as a lease-management does not,  under Article L. 145-1, II of the Commercial Code, deprive the lessor of commercial ownership. Indeed, the lessor of the business operated in premises he rents remains the tenant of the building and must assume all obligations arising from the lease  and benefits, in return, from the protective status of commercial leases , without having to justify any registration with the trade and companies register or the trades directory . Thus, the right to renewal, as well as the right to payment of eviction compensation, can only be invoked by the owner of the business operated on the premises, excluding de facto the lease-manager  whether or not the latter is registered with the trade and companies register . It is different when the lease-manager has established a personal clientele within the framework of an independent activity from that of the business , particularly when he establishes having, if not created, at least significantly developed a personal clientele .

The lease may require the lessee to personally operate the leased premises and prohibit them from lending them to third parties, in whole or in part, under any pretext. In this case, placing the business under management justifies the termination of the lease , provided that the clause in question is unequivocal . Since the law of 19 July 2019 , which repealed Article L. 144-3 of the Commercial Code, the lessor is no longer required to operate the business for at least two years before placing it under management.

Cass. 3e civ., 21 January 1998, LawLex200200005092JBJ.

Cass. 3e civ., 17 July 1981, LawLex202100001373JBJ, Bull. civ. III, No 145, according to which lessees who have installed a tenant-manager in the rented premises can be compensated for damages resulting from their eviction, even if they did not personally operate their business.

Cass. 3e civ., 15 September 2010, LawLex202100001342JBJ.

Cass. 3e civ., 26 September 2001, LawLex200200004729JBJ.

Cass. 3e civ., 22 May 1968, LawLex202100001371JBJ, regarding a business of beverage sales distinct from the business given under a management lease.

Cass. com., 21 March 1995, LawLex202100001334JBJ.

Cass. 3e civ., 14 November 1996, LawLex202100001375JBJ.

Cass. 3e civ., 23 January 2007, LawLex202100001392JBJ: a clause prohibiting the granting of enjoyment of the premises cannot be equated with a clause prohibiting management leasing.

Law No 2019-744 of 19 July 2019 on the simplification, clarification, and updating of company law, Art. 2.

30. Lease Management