Single Transfer of Distinct Premises: When the Tenant's Right of Pre-emption Does Not Apply

Imagine the scene: in Vitry-le-François, a building houses two commercial premises leased to two different companies. The landlord decides to sell the whole to a single buyer. The two tenants, believing they have a right of pre-emption (priority to purchase), object. Who is right? Can the landlord sell freely? The answer from the Court of Cassation, delivered on 6 November 2025, provides crucial clarification. The issue? Whether the sale of a building comprising premises owned by different landlords constitutes a "single transfer" triggering the commercial tenant's right of pre-emption.

The Facts: A Story Like Any Other Day

In this case, a building in Reims comprised several lots: lots 21, 51, 52, 53 and 54 were let on commercial leases to the company [Localité 7] immobilier; lots 41, 55 and 56 were leased to another company. These two leases were separate, concluded under different leases. The landlord sold all the lots by a single deed to a third party. The tenants then invoked their right of pre-emption under Article L. 145-46-1 of the Commercial Code, arguing that the single sale of the building constituted a single transfer of distinct commercial premises. The Reims Court of Appeal upheld their claim, but the Court of Cassation set aside that judgment. For the Court, this was not a single transfer within the meaning of the law because the premises belonged to different landlords (even though the seller was the same). The reasoning: the right of pre-emption can only apply if the transferred premises are let on commercial leases and belong to one and the same landlord. Here, the sale covered both commercial premises that were let and other premises (unlet or let to others), which in fact belonged to distinct landlords.

The Reasoning of the Court — Analysed

The Court of Cassation relies on Article L. 145-46-1 of the Commercial Code, which provides that a commercial tenant benefits from a right of pre-emption in the event of a sale of the leased premises. However, this right does not apply when the sale concerns distinct premises belonging to different landlords, even if the deed of sale is single. In practice, the Court distinguishes two situations: either the single transfer concerns premises all let on commercial leases and belonging to the same landlord — then the right of pre-emption applies; or the sale mixes leased premises with other premises, or premises belonging to distinct landlords — and in that case, no right of pre-emption applies. The judges consider that the law is intended to protect the tenant solely in their relationship with their landlord, not to extend this protection to complex property holdings. This confirms previous case law, which refuses to extend the right of pre-emption beyond its strict scope. The tenants' arguments (unity of the deed, indivisibility of the building) were rejected: what matters is the nature of the premises and the identity of the landlords.

What This Means for You — In Practice

For a landlord, this decision is reassuring: you can sell a building comprising several commercial premises leased to different tenants without fearing that each tenant can claim a right of pre-emption over the whole. Example with figures: in Charleville-Mézières, a building of 200 m² with two distinct commercial leases (monthly rent €1,500 each) is sold for €400,000. Without this decision, each tenant could have claimed to buy the whole at that price, blocking the sale. Now, the landlord can sell freely, subject to respecting the right of pre-emption for each lot individually if the sale is divided. For the tenant, the lesson is clear: your right of pre-emption does not extend beyond the premises you occupy. If your landlord sells the entire building, you cannot claim to buy the whole. Conversely, if the landlord sells your sole premises, you have priority. For the buyer, security is enhanced: a single sale covering several lots owned by the same landlord is valid, even if some premises are let. Caution, however: if the landlord is the same and all premises are let on commercial leases, the solution would be different.

Four Tips to Avoid This Type of Dispute

• Before selling a leased building, audit the leases: precisely identify each tenant, the nature of the lease (commercial or not) and the respective owners of the lots. If several landlords are involved, the right of pre-emption does not apply to the whole.
• If you are a tenant, check whether your right of pre-emption is triggered: upon a sale, ask your landlord whether the sale concerns only your premises or a whole. If it is a whole, your right applies only to your lot, unless all lots are let on commercial leases by the same landlord.
• For a buyer, require a warranty clause: have inserted in the deed of sale a clause whereby the seller certifies that the sale does not constitute a single transfer within the meaning of Article L. 145-46-1, and that no tenant has exercised their right of pre-emption.
• In case of doubt, consult a lawyer before signing: a decision like this shows that legal subtleties can tip a transaction. A 30-minute preliminary consultation can save you years of litigation.

Further Insight: Related Case Law and Developments

This decision follows a consistent line of the Court of Cassation. Already, in a judgment of 20 September 2023 (No. 22-14.765), the Court ruled that the right of pre-emption does not apply in the case of a sale of a building comprising commercial and residential premises, because it is not a single transfer of distinct commercial premises. The present decision goes further by specifying that even within the same building, premises belonging to distinct landlords (even if the seller is the same) do not trigger the right of pre-emption. The trend is therefore restrictive: judges limit the scope of this right so as not to hinder the free circulation of property. In the future, the legislature may clarify the concept of "single transfer" if case law proves too unclear for practitioners.

In Practice: What to Do

FAQ

Question: Can I sell my building comprising several commercial premises without offering the right of pre-emption to my tenants?
Answer: Yes, if the premises belong to distinct landlords (even if you are the sole seller). In this case, the single sale is not a single transfer within the meaning of the law. Conversely, if all the premises belong to you and are leased to different tenants, each tenant benefits from a right of pre-emption over their own lot only.

Question: What should I do if my landlord sells the entire building and I want to buy my premises?
Answer: You can exercise your right of pre-emption only over the lot you occupy, provided the seller sells it separately. If the sale is global, your right does not apply. Negotiate with the buyer or seller for a partial purchase.

Question: What are the time limits for exercising the right of pre-emption?
Answer: The tenant has one month from notification of the sale to respond. After this period, they are deemed to have waived. In case of acceptance, the sale is concluded at the notified price and conditions.

Question: Does this decision apply to professional or residential leases?
Answer: No, the right of pre-emption under Article L. 145-46-1 concerns only commercial leases. Professional or residential leases have their own rules.

Question: Can a landlord circumvent the right of pre-emption by selling the building with other premises?
Answer: Case law shows that yes, if the premises are distinct or belong to different landlords. But caution: if the sole purpose is to evade the right of pre-emption, the tenant could invoke an abuse of right. It is better to act in good faith.

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