6 October 2026
A commercial tenant purchasing the premises under France’s statutory right of first refusal must not be required to bear the estate agent’s negotiation fees. In its judgment of 1 October 2026 (appeal no. 25-14.711), the Cour de cassation confirms that a tenant who paid those fees may seek repayment, even if they knew the payment was not legally due.
A purchase arising from the tenant’s statutory right
For sales covered by Article L. 145-46-1 of the French Commercial Code, a landlord intending to sell commercial or craft premises must first notify the tenant of the price and sale conditions. That notice constitutes an offer to sell. The tenant normally has one month to accept.
The Court considers that no intermediary is necessary or useful to complete a sale arising from this statutory mechanism. The offer to the tenant cannot therefore include an estate agent’s negotiation fees in the price payable by the tenant. This rule concerns the exercise of the statutory right; it does not exempt every purchaser of commercial property from agency fees.
Describing the fees as payable by the seller does not resolve the issue
In this case, a tenant company accepted an offer of €2,070,000, including €78,660 in agency fees. The sale was subsequently completed. The Court of Appeal refused repayment because the tenant had accepted the price knowing that it included negotiation fees described as payable by the seller.
The Cour de cassation rejected that reasoning. Describing the fees as the seller’s responsibility does not allow them to be passed on to the tenant through the purchase price.
Fees already paid may be recovered
The rules on payments not legally due, set out in Article 1302 of the French Civil Code, provide a basis for seeking restitution. The tenant’s knowledge that no debt was owed when paying does not, by itself, prevent such a claim.
The judgment quashes the appellate decision and sends the case back to a differently constituted panel of the Paris Court of Appeal. It should therefore not be described as itself ordering final payment of the €78,660. It confirms the legal basis on which the tenant may claim repayment of those fees.
What to check before completing the purchase
The property price and negotiation fees should be identified separately in the notice and sale documents. A tenant who has already paid should retain the offer, deed and evidence of payment so that their claim can be assessed. The contractual arrangements between the seller and the agency require separate examination.
Merely mentioning agency fees in addition to the price in the notice does not, in itself, invalidate the offer. It is also necessary to check whether the sale falls within the statutory right of first refusal, which is subject to exclusions.
Further reading: our article on the time limit for challenging a sale that disregards the tenant’s right of first refusal addresses a separate issue concerning this right. That challenge period should not automatically be applied to a claim for repayment of agency fees.
The office does not contractually guarantee the accuracy or currency of this information. Please consult a notary at the office for advice on your circumstances.
