Background
[Localité 1] Pressing leased commercial premises owned jointly by [E] [L], [C] [L], and SCI [L]. On June 22, 2021, the tenant served [E] [L] with notice of its intention to assign the lease to Little Italy under Article L. 145-51 of the Commercial Code. The notice described [E] [L] as acting both personally and on behalf of the other co-owners.
The co-owners sued the tenant and proposed assignee on April 1, 2022, seeking a declaration that the assignment was unenforceable against them, termination of the lease, and eviction. The Paris Court of Appeal held their claims time-barred, reasoning that the tenant could legitimately have believed that [E] [L] possessed general authority to represent the other co-owners and receive the statutory notice for them. After [E] [L] died, her successors continued the proceedings.
The Court’s Holding
The Court of Cassation quashed the appellate judgment in full. It held that when a commercial lease has been granted by owners holding the property in undivided co-ownership, Article L. 145-51’s two-month period for the landlords to oppose a qualifying lease assignment begins to run against the co-owner landlords only when the proposed assignment is served on each of them. Service on one co-owner is sufficient for the others only if they gave that co-owner a special mandate to receive the notice.
The Court emphasized that the tenant knew the identities of all three co-owner landlords, served only [E] [L], and lacked evidence that the other co-owners had specially authorized her to receive the notice. The Court of Appeal therefore failed to draw the required legal consequences from its own findings by relying on the tenant’s belief in a general representative authority. The case was remanded to a differently constituted panel of the Paris Court of Appeal.
Key Takeaways
- A tenant invoking Article L. 145-51 must serve its proposed lease assignment on every co-owner landlord.
- Service on a single co-owner starts the two-month opposition period for the others only when that co-owner holds a special mandate to receive the notice.
- A tenant’s legitimate belief that one co-owner has general representative authority does not substitute for the required special mandate.
Why It Matters
The decision imposes a strict notice rule for assignments accompanied by a change of business activity under Article L. 145-51. Tenants dealing with premises held in undivided co-ownership cannot safely rely on one co-owner’s prior management role or apparent authority; they must identify and serve every co-owner unless a special mandate is established.
For co-owner landlords, defective service means the statutory two-month period does not begin merely because notice reached one co-owner. The ruling accordingly protects each co-owner’s opportunity to exercise the statutory purchase priority or challenge the proposed assignment.