A commercial landlord who abandons a planned sale may withdraw its offer of sale for as long as the tenant has not accepted it. The third civil chamber holds that such a withdrawal, occurring during the one-month period laid down by Article L. 145-46-1 of the French Commercial Code, exposes the landlord only to a claim for damages. The tenant therefore cannot obtain an order compelling signature of the sale.
Key points
- Notification of the proposed sale to the tenant amounts to an offer of sale: the tenant has one month from receipt of that offer to decide.
- A landlord who abandons the plan to sell may withdraw the offer before any acceptance by the tenant, including during that one-month period.
- That withdrawal prevents the sale from being formed: the tenant may claim damages, but not signature of the notarised deed.
- The landlord nevertheless remains bound by its offer as regards third parties: a sale concluded with a third party before the period expires is void.
- The notification must state, on pain of nullity, the price and the conditions of the proposed sale.
Can the landlord withdraw its offer of sale to the commercial tenant?
A landlord who withdraws its offer before any acceptance by the tenant cannot be compelled to sign the sale. The third civil chamber so holds, citing Articles 1113 and 1116 of the French Civil Code and Article L. 145-46-1 of the French Commercial Code (Civ. 3e, 25 June 2026, No. 25-10.765). The withdrawal remains wrongful, but the sanction is limited to a claim for damages, to the exclusion of any specific performance (exécution forcée) of the sale.
The landlords are joint owners in undivided shares of commercial premises, let since 2004 to a company authorised to sub-let them to its subsidiary, which operates the site. On 15 January 2021, a notary (notaire) served the proposed sale on behalf of the landlords: the offer named the tenant but was notified to the sub-tenant. On 27 January 2021, the sub-tenant wrote to the notary stating that it accepted the offer. As early as 28 January, the landlords told their tenant that they had given the notary no instructions and regarded the offer as ineffective. The tenant notified its acceptance on 1 February 2021, then brought proceedings against the landlords.
The judgment under appeal had found the sale to have been completed and ordered the landlords to sign the notarised deed, holding that they could not withdraw their offer during the one-month period. The third civil chamber sets that judgment aside in all its provisions: since the offer had been withdrawn before the tenant accepted it, the sale could not be declared formed. The case is remitted to the same court of appeal, differently composed (free translation).
It follows from the combination of these provisions that, while a commercial landlord remains bound by its offer throughout the statutory period, so that a sale concluded with a third party before that period expires is void, the withdrawal within that period of an offer not yet accepted, prompted by the landlord's abandonment of its plan to sell, exposes it only to a claim for damages, to the exclusion of any action for specific performance of the sale.
What the tenant can still obtain after an offer is withdrawn
A tenant deprived of the purchase can claim only compensation, never a transfer of ownership. Article 1116 of the French Civil Code, cited in the judgment, provides that the withdrawal of an offer in breach of the prohibition on withdrawing it prevents the conclusion of the contract and renders its author liable in tort under the general law. The tenant must therefore establish a loss and its extent before the courts below. The loss of the premises, for its part, remains final.
The chronology becomes decisive for a tenant interested in acquiring the premises. For as long as the tenant has not accepted, the offer remains open to withdrawal by a landlord who abandons its plan to sell. Conversely, an acceptance given before any withdrawal brings about the meeting of minds and forms the contract, under Article 1113 of the French Civil Code, cited in the judgment. A tenant wishing to acquire therefore has no interest in using up the one-month period available to it.
Withdrawal or sale to a third party: two distinct sanctions
The judgment draws a clear line between the tenant's protection against eviction by a third party and its protection against the landlord's abandonment of the sale. The landlord remains bound by its offer throughout the statutory period, so that a sale concluded with a third party before that period expires is void. The same period does not, however, turn the offer into an undertaking whose specific performance could be obtained where the landlord simply abandons the sale.
The court of appeal had followed the opposite reasoning: from the impossibility of withdrawing during the one-month period, it inferred that the sale had been formed on the date the tenant obtained its loan. The setting aside rejects that inference. As the case law stands at 25 June 2026, the mandatory nature of the period protects the tenant against a disposal in favour of a third party, without conferring a right to compel the sale.
Two questions remain open before the court to which the case has been remitted. The first concerns the date and the author of the acceptance, the notification having been served on the sub-tenant whereas the offer named the tenant. The second concerns any damages that may be due, the judgment under review having decided the point of principle alone: the withdrawal of an offer not yet accepted closes off the route of specific performance.
What to do during the one-month period?
Proof of dates and of addressees governs the outcome of the dispute. A landlord abandoning a planned sale is well advised to record its withdrawal in a dated writing addressed to the holder of the lease, and to keep proof of receipt. A tenant wishing to buy is well advised to notify its acceptance without delay, within the one-month period running from receipt of the offer. Each day that passes leaves the risk of a withdrawal in place.
Two checks are required beforehand. The addressee of the notification must be the tenant itself: an authorised sub-letting does not confer on the sub-tenant the right of pre-emption (droit de préférence) organised by Article L. 145-46-1 of the French Commercial Code. The content of the offer must then state, on pain of nullity, the price and the conditions of the proposed sale. A notification that is wrongly addressed or incomplete feeds litigation whose cost the judgment under review illustrates.
Points to check before notifying or accepting an offer
A landlord contemplating a sale checks the exact identity of the holder of the lease before any notification. It verifies that the writing states the price and the conditions of the sale, and uses one of the methods of notification provided for by the provision. A tenant receiving a dated offer settles its reply within the one-month period running from receipt, and keeps proof of the date of its acceptance. A tenant evicted by a sale to a third party during that period has an action to have that sale declared void. A tenant whose offer is withdrawn before acceptance is, for its part, confined to seeking damages for the loss suffered.
Frequently Asked Questions
Can a landlord withdraw an offer of sale made to a commercial tenant?
Yes, for as long as the tenant has not accepted. Under the judgment of 25 June 2026, the withdrawal of an offer not yet accepted, prompted by the landlord's abandonment of its plan to sell, prevents the sale from being formed. The landlord then exposes itself to a claim for damages for the loss caused to the tenant, but cannot be ordered to sign the deed of sale.
What can a tenant claim if the owner withdraws the offer before acceptance?
The tenant may seek damages on the basis of the landlord's non-contractual liability, under the general law. It cannot, however, obtain specific performance of the sale or ownership of the premises. It is for the tenant to establish before the courts below the existence and the extent of the loss suffered as a result of the withdrawal of the offer.
Can the owner sell the premises to an outside buyer during the one-month period?
No. The judgment of 25 June 2026 confirms that a commercial landlord remains bound by its offer throughout the statutory period, so that a sale concluded with a third party before that period expires is void. The tenant's protection therefore operates fully against eviction by a third party, while it does not allow the sale to be imposed on a landlord who abandons the plan to sell.
Should a tenant respond quickly to an offer of sale received from the landlord?
Responding quickly protects the potential buyer. In principle, a contract is formed when an offer meets an acceptance: for as long as the acceptance has not reached the offeror, the offer remains open to withdrawal. A prospective buyer therefore has an interest in recording its agreement in a dated writing, keeping proof of dispatch and receipt, rather than using up the time available.
Must a seller who withdraws reimburse the costs incurred by the buyer?
Compensation is possible where the withdrawal is wrongful and a loss is established. In principle, damages cover the proven harmful consequences, not the expected profit of the lost transaction. A prospective buyer is therefore well advised to keep a record of the expenditure incurred, such as survey or financing arrangement fees. It is for the court to assess the link between the alleged fault and each head of loss claimed.