30 June 2026.
When the owner of commercial or craft premises intends to sell, the tenant may benefit from a statutory right of first refusal. Notice of the price and sale terms constitutes an offer to the tenant, who normally has one month to respond.
Can the owner abandon the sale during that period? In a judgment dated 25 June 2026, the French Court of Cassation answered yes, while clarifying the consequences.
Withdrawal prevents the sale from being formed
Until the tenant accepts the offer, the landlord may withdraw it because the proposed sale has been abandoned. Even if the withdrawal occurs before the statutory period expires, it prevents the contract from being formed: the tenant cannot compel the owner to complete the sale.
This follows the general rules of French contract law. An offer withdrawn too early can no longer be accepted so as to form a contract, even where the offeror was required to keep it open for a specified period.
The landlord may still incur liability
Abandoning the sale is not necessarily consequence-free. If the landlord withdraws the offer during the period for which it should have remained open, the tenant may claim compensation for proven loss caused by the withdrawal.
However, damages cannot compensate the profits the tenant expected to obtain from the sale that was never concluded.
A sale to a third party is a different matter
The judgment concerns an owner who genuinely abandons the plan to sell. It does not permit the right of first refusal to be bypassed by an immediate sale to a third party. A sale completed with a third party before the statutory period expires, or on more favourable terms without a fresh notice to the tenant, may be challenged.
Withdrawal is also too late once the tenant has validly accepted the offer: the parties’ agreement has then formed the sale, subject to any other applicable conditions.
Read the judgment of the Third Civil Chamber of the French Court of Cassation dated 25 June 2026 (No. 25-10.765) (in French).
Photograph: Filip Szalbot / Unsplash.
The notarial office does not contractually guarantee the accuracy or currency of this information. For advice on how it applies to your circumstances, please consult one of the office’s notaries.
