Commercial Leases/Business Goodwill

To express the author's intention to be bound in the event of acceptance, the offer must include the essential elements of the contemplated commercial lease , namely the nature of the leased property, the lease price , and its duration . In the absence of one of these elements, the offer is considered an invitation to enter into negotiations .

One of the parties to the contract may elevate an ele …

Offer to contract

To express the author's intention to be bound in the event of acceptance, the offer must include the essential elements of the contemplated commercial lease , namely the nature of the leased property, the lease price , and its duration . In the absence of one of these elements, the offer is considered an invitation to enter into negotiations .

One of the parties to the contract may elevate an element, which is not inherently an essential element of the commercial lease, to a condition determining its consent . It is up to the trial court to independently assess the essential nature of this element necessary for the formation of the lease .

The offer may be “made to a determined or undetermined person” , and there is no formal requirement regarding the issuance of the offer, which may be verbal or written, although the latter is preferable as evidence.

Under Article 1115 of the Civil Code, the offer “may be freely withdrawn as long as it has not reached its recipient.” Therefore, in the event of a dispute, it will be up to the offeror, who wishes to withdraw, to demonstrate that they revoked their offer before the date on which the offer was indeed received by the recipient. However, when the offer has reached its recipient, paragraph 1 of Article 1116 of the Civil Code states that it “cannot be withdrawn before the expiration of the period set by its author or, failing that, at the end of a reasonable period” . Paragraphs 2 and 3 specify that “the withdrawal of the offer in violation of this prohibition prevents the conclusion of the contract,” but that, nevertheless, “it incurs the extracontractual liability of its author under the conditions of common law without obliging them to compensate for the loss of the benefits expected from the contract.”

Upon the expiration of the period set by the offeror or, failing that, at the end of a period deemed reasonable, the offer lapses , particularly when the recipient initially refused the offer made to them and then reconsidered their refusal, the exercise of their right of withdrawal having resulted in the nullification of the contract . Furthermore, the incapacity of the offeror, such as their death or that of the recipient of the offer, results in the lapse of the offer , unless the death occurred after its acceptance, in which case the formation of the contract is not called into question. The lapse terminates the offer , which extinguishes and loses all effect for the future, despite any subsequent acceptance by its recipient .

Cass. 3e civ., 20 May 1992, LawLex202200000612JBJ.

Cass. 3e civ., 5 December 2001, LawLex202100003226JBJ.

Cass. 3e civ., 15 April 1980, LawLex202100003218JBJ: the clause stipulating that the lessee could not claim any compensation of any kind for increases, improvements, and modernization made during the term of the lease is of determining importance for landlords. – Also see Cass. 3e civ., 22 April 1980, LawLex202100003219JBJ, in this case, the parties' disagreement concerned the starting point of the renewed lease, an essential element of the agreement.

Cass. 3e civ., 15 April 1980, LawLex202100003218JBJ, op. cit.

Cass. 3e civ., 7 May 2008, LawLex202100003229JBJ.

Cass. 3e civ., 13 March 2012, No 11-12.232, regarding a real estate sale promise.

Commercial Leases/Business Goodwill

78. Offer to contract

Demandez un accès gratuit
au contenu exclusif Livv – juristes d’entreprise

Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

78. Offer to contract

Demandez un accès gratuit au contenu exclusif Livv – juristes d’entreprise

Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

Demandez un accès gratuit
au contenu exclusif Livv – juristes d’entreprise