Background
M. [R] and Mme [R] jointly owned two adjoining parcels. One contained a residence, while the other, which included a hangar, was commercially leased to Coulomp & fils. The owners sold both parcels to third-party purchasers on November 27, 2020. By registered letter dated February 11, 2021, the purchasers informed Coulomp & fils that they were the properties’ new owners.
On February 14, 2022, the tenant sued the purchasers, alleging that the sale had violated its statutory right of first refusal under Article L. 145-46-1 of the Commercial Code. It sought substitution for the purchasers or, alternatively, annulment of the sale. The tenant did not bring the same claims against the sellers until March and April 2023. After the proceedings were joined, the sellers argued that the claims against them were barred by the two-year limitation period. The Aix-en-Provence Court of Appeal agreed, and the tenant appealed to the Court of Cassation.
The Court’s Holding
The Court of Cassation dismissed the appeal. It held that the two-year limitation period governing a commercial tenant’s action to annul a sale made in violation of its statutory right of first refusal begins on the date the tenant learns that the sale occurred. The period does not await the tenant’s receipt of the sale instrument or its acquisition of full information about the price, sale conditions, and absence of a family relationship between seller and buyer.
The Court upheld the appellate court’s factual determination that Coulomp & fils learned of the sale on February 11, 2021, when it received the purchasers’ registered letter. Its 2023 claims against the sellers were therefore untimely. The appellate court also had no duty to address the tenant’s unsupported allegations that fraud had delayed accrual. Separately, the Court held that the cassation appeal was immediately admissible because an appellate ruling that finally declares a distinct claim inadmissible ends the proceedings as to that claim, even when other claims remain pending.
Key Takeaways
- The two-year limitation period for a commercial tenant’s action challenging a sale that allegedly violated its right of first refusal begins when the tenant learns of the sale.
- Accrual does not depend on the tenant knowing the sale price, contractual conditions, or whether the statutory family-transfer exception applies.
- Bare allegations of fraud, unsupported by an offer of proof, do not require a court to consider postponing the start of the limitation period.
- A final ruling that disposes of one claim as inadmissible may be challenged immediately in cassation even though litigation continues on other claims.
Why It Matters
The decision gives commercial tenants a clear and potentially strict trigger for acting on suspected violations of their statutory purchase preference: notice that a sale occurred, rather than later access to its complete terms. A tenant may therefore need to file promptly and pursue details through the proceedings instead of waiting for the executed deed.
The ruling also clarifies French cassation procedure by confirming that the final dismissal of an individual claim on admissibility grounds is independently reviewable, notwithstanding the continuation of the broader case.