Commercial Lease Tenant's Right of First Refusal: No Priority for Part Only of the Building Sold

You own a building in Bruz, with a small commercial unit on the ground floor leased to a florist. You decide to sell the entire property. The tenant says: "I have a right of first refusal, I want to buy before anyone else." But you want to sell the whole building, not just his unit. What should you do? This question troubles many landlords and tenants.

This decision of the Court of Cassation of 19 June 2025 (no. 23-17.604) clarifies matters: the commercial tenant's right of first refusal does not give him a priority right to acquire beyond the leased premises. In other words, if the leased unit is only part of the building being sold, the tenant cannot claim to buy the entire building in priority. And if the whole building is sold as a single unit, the right of first refusal is even excluded.

For the landlord in Bruz as for the tenant in Betton, this decision balances rights and duties. Let's break it down without unnecessary jargon.

The Facts: A Story Like Many Others

A landlord (let's call him Mr X) owns an entire building in Betton. On the ground floor, a commercial unit has been leased for years to a bakery. The commercial lease (a rental contract for professional use) covers only that unit, not the upper floors or the rest of the building. Mr X decides to sell the building as a whole — one buyer for the entire property. He informs the tenant, as required by Article L. 145-46-1 of the Commercial Code (which establishes a right of first refusal for commercial tenants in case of sale of the leased unit).

The baker feels aggrieved: he thought he could buy the unit in priority, and even the whole building if necessary to keep his business. He sues Mr X for violation of his right of first refusal. The first instance court rules in his favour: the landlord must offer the sale to the tenant before selling to a third party. Mr X appeals. The Court of Appeal of Rennes reverses the judgment: it holds that the right of first refusal does not extend to the entire building, and that the global sale of a property comprising a single commercial unit is a legal exception to the right of first refusal. The baker appeals to the Court of Cassation.

Before the Court of Cassation, the question is simple: can the tenant invoke a right of first refusal over the entire building when his lease only covers part of it? The high court dismisses the appeal: the law clearly excludes the right of first refusal in case of a global transfer (sale of the whole building) if the commercial unit is only part of it. The baker loses, and Mr X can freely sell to the buyer of his choice.

The Court's Reasoning — Explained

The judges rely on Article L. 145-46-1 of the Commercial Code. This provision states that the tenant of a commercial unit benefits from a right of first refusal: the landlord must offer to sell the unit to the tenant before selling it to a third party. But this right is limited to "the leased premises" (the rented area). It cannot extend to unleased parts.

Moreover, the last paragraph of this article provides an exception: the right of first refusal does not apply to the "global transfer" of a building that contains only one commercial unit. Here, Mr X's building contains only one commercial unit (the bakery). The rest is probably residential or offices. So the sale of the entire building is a global transfer within the meaning of the law, and the tenant cannot rely on his right.

The Court of Cassation thus confirms consistent case law: the right of first refusal is strictly attached to the leased unit. It rejects the tenant's argument seeking to extend this right to the entire building. The judges emphasise that the legislator's intention is to protect the tenant for the unit he occupies, not to give him a veto over the whole building.

This decision is consistent with the spirit of commercial law: balancing the interests of the landlord and tenant without blocking property transactions. No major reversal here, but a welcome clarification that secures sellers.

What This Means for You — Practically

For the landlord: you can sell your building in one go without having to offer it first to the tenant. But beware: if you sell only the commercial unit (not the rest), the right of first refusal revives. Example: in Betton, a landlord sells his 3-storey building, the ground floor of which is leased to a hairdresser. He can sell the whole to a developer without having to offer it to the hairdresser. But if he sold only the hairdresser's unit, that tenant would have priority.

For the commercial tenant: you cannot demand to buy the entire building. However, if the landlord sells your unit alone (or the corresponding unit in a condominium), you have one month to communicate your decision after receiving the offer. After that period, you lose your right. If the landlord sells without offering it to you, you can seek annulment of the sale or damages (financial compensation).

For the buyer: you can buy a building with a commercial unit without fear that the tenant will block the sale. However, check that the landlord has followed the procedure if the sale was only of the unit. A prudent buyer will ask the seller for a sworn statement that the right of first refusal does not apply.

For the condominium owner: if your unit is a commercial unit, the sale of the entire condominium (or a larger unit) may escape the right of first refusal. But each situation is unique: a specialised lawyer can advise you.

Four Tips to Avoid This Type of Dispute

• Define the leased premises precisely: in the lease contract, describe exactly the rented premises (area, floor, unit number). Legal ambiguity can lead to disputes. Use a surveyor if necessary.
• Inform the tenant in writing: if you sell the entire building, send a registered letter to the tenant informing him that the sale is global and that his right of first refusal does not apply. Keep proof of receipt.
• Anticipate reactions: the tenant may challenge. Be prepared to justify that the building contains other unleased parts (flats, cellars, parking spaces). A descriptive division or cadastral plan can help.
• Consult a lawyer before the sale: a 30-minute consultation (€45 with Maître Zakine) can save you months of litigation. Every case is different: the building's configuration, the lease wording, the nature of other premises affect the application of the right of first refusal.

Further Reading: Related Case Law and Developments

This decision is part of a line of Court of Cassation rulings. For example, in a decision of 12 December 2018 (no. 17-26.095), the Court already held that the right of first refusal does not extend to common parts or unleased units. Here, the Court goes further by clarifying the global transfer exception.

Another decision of 4 March 2020 (no. 18-22.478) dealt with a building containing several commercial units: the right of first refusal applied to each tenant for their own unit, but not to the whole. The trend is clear: the right of first refusal is a personal right attached to the leased property, not a real right over the building.

In the future, courts are likely to continue strictly limiting this right. Landlords can sell their buildings more confidently, but tenants must be vigilant: if the landlord sells the unit alone, the right of first refusal is fully applicable.

Summary and Next Steps

FAQ:

1. What is the commercial tenant's right of first refusal? It is the right for a tenant to be given priority to buy the unit he rents before the landlord sells it to a third party.
2. Can I buy the whole building if my lease covers only part of it? No, according to this decision, your right of first refusal only covers the leased premises.
3. What if the landlord sells without offering me the unit? You can take the matter to the judicial court within 2 years of the sale to claim damages or annulment of the sale if you prove harm.
4. What are the deadlines to exercise my right of first refusal? You have one month from receipt of the sale offer to accept or refuse. After that, you lose your right.
5. Is the global sale always an exception? Yes, if the building contains only one commercial unit and the rest is residential or other, the global sale excludes the right of first refusal.

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