Commercial lease: the landlord may retract their offer to sell before the tenant's acceptance

A landlord notifies their commercial tenant of a plan to sell the leased premises. The tenant has one month to respond (Article L. 145-46-1 of the French Commercial Code).

Before this period expires, and before any acceptance, the landlord retracts: they decide not to sell.

Despite the retraction, the tenant accepts the offer and files a lawsuit for specific performance of the sale.

The Court of Appeal confirms the sale, ruling that the landlord could not retract during the one-month period.

The Court of Cassation reverses the decision.

The Court of Cassation combines special law and general law. While Article L. 145-46-1 of the Commercial Code grants the tenant a one-month period to respond, unlike other specific statutes (such as those for real estate or consumer credit), it does not explicitly impose an obligation on the landlord to keep the offer open.

This period only prohibits the landlord from selling to a third party before it expires.

In the absence of an express derogation, general law applies: Article 1116 of the Civil Code provides that the retraction of an offer that has not yet been accepted prevents the contract from being formed (even if it exposes the offeror to damages).

In short: the landlord can retract if they decide not to sell, but they cannot sell to someone else.