Notice to quit for sale: contesting does not suspend the tenant's acceptance period

Imagine: you own a flat in Apt, let for years. You give your tenant notice to quit in order to sell the property. In accordance with the law, you send him an offer to sell. The tenant challenges the notice, claiming it is invalid. Meanwhile, the two-month period for accepting the offer runs. The tenant, absorbed in the challenge, lets the deadline pass. Can he still accept afterwards? No, rules the French Supreme Court in a judgment of 8 January 1997.

This decision, often overlooked, is nevertheless crucial for thousands of landlords and tenants in France. It resolves a practical question: does a judicial challenge to a notice to quit for sale suspend the acceptance period? The answer is no. In other words, the tenant who challenges must continue to monitor the calendar. A mistake can cost him his right of pre-emption.

In this article, we dissect the case, the judges' reasoning, and above all what this means for you, whether you are a landlord in Bollène or a tenant in Avignon. We will also look at how to avoid this type of dispute with a few simple precautions.

The facts: a story that happens every day

The case began in 1977. A landlord, Mr Y., granted a commercial lease including a residential unit to tenants. The lease was renewed in 1985 for nine years. At the same time, a separate residential lease was signed on 19 July 1985. In 1994, the landlords (the X heirs) served two notices: one for refusal to renew the commercial lease, the other to sell the residential dwelling. The first notice was not acted upon. But the second, the notice to quit for sale, was challenged by the tenants before the district court of Avignon. The tenants argued that the notice was irregular because the commercial lease and the residential lease were indivisible: one could not be sold without the other.

While the tenants challenged, the statutory two-month period for accepting the offer to sell ran. The tenants did not exercise the option within that period. The landlords then sold the property to a third party. The tenants, dissatisfied, brought proceedings to have their right of pre-emption recognised. The Nîmes Court of Appeal ruled against them: the challenge to the notice did not suspend the acceptance period. The tenants appealed to the Supreme Court.

The French Supreme Court, in its judgment of 8 January 1997, dismissed the appeal. It confirmed that the acceptance period for the offer to sell is a fixed period, which cannot be suspended by a mere challenge. The tenant who challenges the notice must, in parallel, accept the offer within two months, on pain of losing his right of pre-emption. A harsh lesson for tenants in Bollène or elsewhere.

The court's reasoning — dissected

To understand the judgment, we must refer to the Law of 6 July 1989 (Article 15) and Article L. 145-46-1 of the French Commercial Code for mixed leases. The notice to quit for sale is an act by which the landlord notifies the tenant of his intention to sell the dwelling, offering him a two-month period to accept the offer. This period is said to be 'fixed': it cannot be interrupted or suspended, except by agreement of the parties or by express legal provision. In short, once the period has started, it runs until its end, no matter what.

In this case, the tenants argued that the challenge to the notice rendered the offer void or, at least, suspended the period. But the French Supreme Court did not follow this argument. It held that the challenge does not affect the validity of the notice until a court decision has been made. In other words, a challenged notice remains in force until its possible annulment. The tenant must therefore, to preserve his rights, accept the offer within the period, even if he also challenges the regularity of the notice.

What few people know is that this solution is an application of the principle of legal certainty. The judges considered that allowing the challenge to suspend the period would open the door to delaying tactics: a tenant could systematically challenge to gain time and prevent the sale. However, note: this decision does not call into question the tenant's right to challenge an abusive notice. But it obliges him to act quickly, on two fronts at once: challenge the notice AND accept the offer within the period, so as not to lose his right of pre-emption.

What this means for you — concretely

For landlord-owners, this decision is good news. It secures sales: you can rely on the two-month period without fear that a challenge will suspend it. Concrete example: you own a flat in Bollène, you give your tenant notice to quit on 1 March. He challenges on 15 March. The acceptance period expires on 1 May. If he has not accepted by that date, you can freely sell to a third party. undefined, I have come across cases where landlords, reassured by this case law, were able to finalise a sale without waiting months of proceedings.

For tenants, the message is clear: do not bet everything on the challenge. If you receive a notice to quit for sale, you must, within two months, either accept the offer (and become the owner) or refuse it. If you believe the notice is irregular, challenge it before the court, but accept the offer conditionally. You can accept 'subject to your rights to challenge the validity of the notice'. Thus, you preserve your right of pre-emption while having the irregularity recognised. If the judge annuls the notice, the acceptance becomes void and you are not bound by the purchase.

For buyers, this decision provides security: if the tenant has not accepted within two months, you can buy without fear of subsequent challenge. Simply check that the notice was properly served and that the period has expired. If in doubt, request an attestation from the landlord or notary.

Four tips to avoid this type of dispute

• For the landlord: serve a notice in due form. Comply with the formalities: registered letter with acknowledgement of receipt or bailiff's deed, mention of the price and conditions of sale, two-month period. An irregular notice may be annulled, which restarts the period. Example: in Apt, a notice sent by ordinary post was held void. The landlord had to start over, losing several months.
• For the tenant: accept the offer within two months, even if you challenge. Do not let the period pass. If you doubt the regularity of the notice, accept the offer 'subject to all reservations' and challenge it in parallel. This safeguards your rights.
• For both parties: set a clear timetable. Note the date of receipt of the notice and the expiry period. A simple oversight can be costly. Use a diary or reminder app.
• Consult a lawyer lawyer as soon as you receive the notice. Quick advice (even a 30-minute consultation) can prevent irreversible mistakes. In Bollène as in Avignon, a professional will guide you on the steps to take.

Further reading: related case law and developments

This 1997 judgment is part of a consistent line of the French Supreme Court. As early as 1992, a judgment (Civ. 3e, 18 November 1992, No. 90-20.853) had ruled that the two-month period for accepting the offer is not suspended by the exercise of legal proceedings. The 1997 decision confirms and clarifies this principle for mixed leases (commercial and residential).

More recently, the French Supreme Court extended this solution to challenges concerning the sale price (Civ. 3e, 12 July 2018, No. 17-21.402). The tenant who challenges the price must still accept the offer within the period, on pain of losing his right of pre-emption. The trend is therefore clear: the judges favour legal certainty and speed of property transactions.

For the future, it is likely that this case law will continue, unless the legislature intervenes. Recent bills have not called this principle into question. undefined that the tenant must be particularly vigilant: the two-month period is a guillotine that admits no suspension.

Frequently asked questions

1. What happens if the tenant accepts the offer after the two-month period? Late acceptance is void. The landlord is not obliged to sell to the tenant. The latter loses his right of pre-emption. He may still challenge the validity of the notice, but this will have no effect on the sale already concluded with a third party.

2. Can I challenge a notice to quit for sale after having accepted the offer? Yes, you can challenge the notice after having accepted the offer. But if the notice is annulled, the acceptance falls and you are not obliged to buy. Attention: if you have already signed the deed of sale, the challenge becomes more complex.

3. What are the time limits for challenging a notice to quit for sale? The tenant generally has two months from receipt of the notice to challenge it before the judicial court. This period is common law, but may vary according to the terms of the lease. It is imperative to act quickly.

4. Can the landlord sell to a third party if the tenant has accepted the offer? No, if the tenant has accepted within the time limits, the landlord is obliged to sell to him. Any sale to a third party would be void. The tenant can then seek annulment of the sale and be substituted for the buyer.

5. How to prove the date of receipt of the notice? By the date of signature of the acknowledgement of receipt if it is a registered letter, or by the bailiff's report. Keep these documents carefully.

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 →