Commercial Lease: No Right of Pre-emption for a Unit Sold as Part of a Larger Property

You are the owner of a commercial property in Mérignac and wish to sell the entire building, but one of your tenants claims a right of pre-emption to buy only its unit. What should you do? This situation, more common than one might think, has just been decided by the Court of Cassation in a judgment of 19 June 2025. The High Court has ruled that the commercial tenant's right of pre-emption does not apply when the sale concerns a larger property than the leased unit alone. This decision secures global sales, but it deserves close analysis.

The Facts: A Common Story

Imagine: a company, which we will call "Assistance et gestion intégrale", has been a tenant since 1994 of a commercial unit within a property complex in Bordeaux. The lease was renewed in 2011. The landlord, an investor, decides to sell all the units in the building – i.e., several commercial units – to a single buyer. The tenant, considering that this sale gives it a right of pre-emption to buy its own unit, sues the seller and the buyer. It seeks annulment of the sale and damages. The Commercial Court of Bordeaux rules in its favour at first instance: the judge considers that the single sale of several separate units constitutes a single sale within the meaning of Article L. 145-46-1 of the Commercial Code, giving rise to a right of pre-emption. But the Bordeaux Court of Appeal reverses this judgment. The tenant appeals to the Court of Cassation. The Court of Cassation dismisses the appeal and upholds the Court of Appeal's decision: no right of pre-emption when the leased unit is only part of the property sold.

The Reasoning of the Court — Explained

Article L. 145-46-1 of the Commercial Code provides that the tenant of a commercial lease benefits from a right of pre-emption in the event of a sale of the leased unit. But what happens if the landlord sells several units at once? The Court of Cassation answers: the right of pre-emption only applies if the sale concerns exclusively the leased unit. If the sale concerns a larger property, even if the leased unit is part of it, the tenant cannot demand priority. In other words, the seller is not obliged to split the sale to satisfy a tenant. The Court relies on a strict interpretation of the law: the right of pre-emption is an exception to the principle of free disposal of property, and it must not be extended. It dismisses the tenant's argument that the single sale of several separate units constitutes a "single sale" giving rise to a right of pre-emption. No, replies the Court: what matters is that the property sold is not the same as the leased property. The decision is clear: the tenant cannot "carve up" the sale to appropriate a part.

What This Changes for You — Practically

For a landlord in Bordeaux: you can sell your entire building without fear that a commercial tenant will block the sale by claiming a right of pre-emption over its sole unit. Example: you own a 500 m² building in Mérignac, with three commercial units leased to three different brands. You find an investor who wants to buy everything. None of the three tenants can demand to buy their unit separately. For a commercial tenant: be vigilant. If you are located in a larger property, you will not be able to exercise your right of pre-emption in the event of a global sale. However, if the landlord sells only your unit (for example, a condominium lot), then the right of pre-emption applies. For a buyer: this decision secures your purchase. You need not fear an action to annul the sale from a dissatisfied tenant. However, check that the sale indeed concerns a property and not the leased unit alone.

Four Tips to Avoid This Type of Dispute

• Precisely draft the subject of the sale: in the sale deed, clearly describe the entire property sold (plot, building, lots) to avoid any dispute over the scope.
• Inform your tenants in writing: even if the right of pre-emption does not apply, a registered letter explaining the global sale can prevent litigation. Keep proof of sending.
• Check your leases: some lease contracts contain a contractual right of pre-emption clause that is broader than the law. Review your leases to see if a specific clause imposes an obligation on you.
• Consult a lawyer before the sale: a property law professional in Bordeaux or Mérignac can analyse the configuration of the premises (single unit or property) and save you from costly litigation.

Further Reading: Related Case Law and Developments

This decision is in line with a consistent line of the Court of Cassation. Already, in a judgment of 13 February 2019 (No. 17-28.652), the Court had ruled that the right of pre-emption does not apply in the case of a sale of a building comprising several lots, even if the tenant occupies one of them. More recently, in 2022, a judgment of the Commercial Chamber specified that the sale of a commercial property, even if it includes leased units, escapes the right of pre-emption. The trend is therefore clear: the courts protect the freedom to sell properties, to the detriment of tenants who hoped for a priority purchase right. In the future, one can expect landlords to structure their sales in "blocks" to avoid any risk, while tenants will try to obtain contractual pre-emption clauses.

Summary and Next Steps

FAQ:

• Can I sell my entire building if a commercial tenant wants to buy its unit? Yes, the Court of Cassation confirms this: no right of pre-emption for the tenant if the sale concerns a larger property.
• What should I do if my tenant sues me for breach of the right of pre-emption? You can rely on the judgment of 19 June 2025 to show that the right does not apply. Consult a lawyer promptly.
• Are there exceptions? Yes, if the lease contains a contractual pre-emption clause, or if the sale concerns exclusively the leased unit (e.g., sale of a single lot).
• What is the time limit to challenge the sale? The tenant has 2 years from the sale to contest. After this period, the claim is time-barred.
• Must I notify the sale to my tenant? The law does not require it in the case of a global sale, but it is good practice to avoid litigation.

Are you in a similar situation? A first 30-minute consultation with Maître Zakine (€45) can save you months of proceedings — and often much more. Book an appointment →