Commercial Leases/Business Goodwill

The lessee is required, under the terms of Article 1728 of the Civil Code, to use the leased property according to the purpose given to it by the commercial lease. If they wish to add an activity or change the activity, they must obtain the landlord's authorization under the procedure for partial or full “de-specialization”.

Total change of use (déspécialisation plénière), governed by Articles L. 145-48 et seq. of the Commercial Code, allows the tenant to request authorization to conduct one or more activities different from those provided for in the lease, considering the economic situation and the necessities of rational distribution organization, when these activities are compatible with the destination, characteristics, and situation of the building or real estate complex (Article L. 145-48, para. 1). Article L. 145-15 gives this text a public policy nature as it deems unwritten, regardless of their form, clauses, stipulations, and arrangements that have the effect of defeating the provisions of Articles L. 145-47 to L. 145-54. Total change of use, which results in a real change of activity for the lessee, a transformation of their business, is distinct from partial de-specialization, which is characterized by the addition of related or complementary activities to the activity as provided for in the lease.

168. De-specialization (change of use/diversification)