Tenants do not always have a right of first refusal
When two commercial premises belonging to separate owners are put up for sale in a single deed of transfer, the respective tenants of each of these premises have the right of first refusal to purchase them.
If, like many retailers, you operate your business in France in premises that you rent, you should be aware that when these premises are put up for sale, you, as the tenant, have a right of first refusal, which allows you to purchase them before any other prospective buyer. If this right is not respected, you can take legal action to have the sale cancelled.
In practice: the owner must inform the tenant by registered letter with acknowledgement of receipt, this notification serving as an offer of sale. The tenant then has one month from receipt of this offer of sale to make a decision. If they agree to purchase the premises, they have two months from the date of sending their response to the owner to complete the sale. This period is extended to four months if they accept the offer of sale subject to obtaining a loan.
However, the tenant does not have this right of first refusal in certain cases, in particular ‘in the event of a single transfer of separate commercial premises’.
Different owners
In this regard, the judges recently ruled that when commercial premises belonging to different owners are sold in a single deed, this sale cannot be considered a ‘single transfer of separate commercial premises’. In this case, the respective tenants of each of these premises do have the right of first refusal.
In this case, two commercial premises, one belonging to a joint ownership and the other to one of the joint owners, were sold in a single deed to a civil real estate company. According to the judges, since these two premises belonged to different owners, one of the two tenants (in this case, the tenant of the premises belonging to the joint ownership) was entitled to claim that their right of first refusal had not been respected.
Note: the tenant also does not have the right of first refusal ‘in the event of the sale of an entire building comprising commercial premises’. Thus, if the leased commercial premises are only part of the building being sold, the tenant’s right of first refusal does not apply.
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