Home / Practice areas / Business goodwill and commercial leases
The lease is often the trader’s first asset, and their first source of dispute. We are involved at signature, not only at notice to quit.
A commercial lease commits you for nine years and determines, far more than people think, the value of the business on the day it is sold. A permitted use clause that is too narrow, an incomplete schedule of charges, a term left to run beyond twelve years: each of these is paid for at renewal or on the sale.
The firm acts for landlords and for tenants alike, on the retail premises of Bayonne, Biarritz, Anglet, Saint-Jean-de-Luz and Pau, where pressure on rents makes every renewal contested.
Permitted use, term, indexation, allocation of charges and works, guarantees, conditions of assignment: a lease is decided in the drafting. We draw up the one that protects your position and point out, when you are the tenant, what is still negotiable before signature.
Notice to quit with an offer of renewal, request for renewal, preliminary memorandum and referral to the rent judge: each step is subject to strict time limits, and missing one forfeits the right. We run the procedure and the negotiation in parallel.
An effective term of more than twelve years, a material change in local commercial factors, change of use, a change in the parties’ obligations: we establish or contest the ground, and discuss the rental value before discussing the principle.
Drafting the deed, holding the price in escrow, joint tax liability, clearing creditors’ objections, informing the employees: the sale of a business is subject to formalities whose omission engages the drafter’s liability and delays payment of the price to the seller.
Assigning the lease alone, without the goodwill, means checking what the lease allows and obtaining, where required, the landlord’s consent. The price is negotiated on the value of the location, independently of the activity carried on.
Since the Pinel Act, the schedule of charges must be precise and exhaustive, and certain expenses can no longer be passed on to the tenant. We audit the service charge demands of the last three years and recover what has been wrongly claimed.
A refusal to renew gives rise to compensation that can exceed the value of the goodwill. We value it, negotiate it and, where the landlord exercises its right to go back on that refusal, draw the consequences for the timetable.
Short-term lease, precarious occupancy agreement, location-gérance (leasing out the business): these arrangements answer specific situations and turn into full commercial leases as soon as their conditions are no longer met.
The right moment
A permitted use clause discussed at signature is settled in an hour. The same clause, relied on nine years later to justify decapping, is settled before the rent judge.
The subject is the same. It is when it is dealt with that makes the cost.
How we work
You set out the situation, we say frankly whether we are the right people and what the work would involve. No commitment at this stage.
It describes what is done, what is not, the basis on which fees are calculated and the timetable. Nothing starts without your written agreement.
One lawyer holds your file; each question is dealt with by whichever of us handles it every day. You have only one person to call.
Formalities, filings, deadlines: the firm takes over and keeps you informed until the file is closed.
Frequently asked questions
It is an advantage for the tenant, who can develop the business and assign the lease more easily. It deprives the landlord of the change-of-use argument at renewal. The wording is therefore negotiated at the time of signature, and its price shows up in the rent.
Mainly where the effective term of the lease exceeds twelve years — tacit continuation included — or where there is a material change in local commercial factors, a change of use, or a substantial change in the parties’ obligations. Each of these grounds has to be proved, and the rental value is then argued separately.
Yes. The increase cannot exceed ten per cent of the rent paid in the preceding year, which spreads the effect over several financial years. That smoothing considerably changes the present value of the operation for the landlord, and gives the tenant a negotiating lever.
Since the Pinel Act, the major repairs under article 606 of the Civil Code can no longer be passed on to the tenant, nor can compliance works falling within those major repairs. A clause to the contrary is deemed unwritten, including in a lease signed after 2014.
Only if the lease allows it. Most leases prohibit the assignment of the leasehold right on its own or make it subject to the landlord’s consent, whereas assignment to the buyer of the goodwill can never be prohibited. The distinction is essential when it comes to selling.
It corresponds to the loss caused by the loss of the goodwill: the value of the goodwill according to the usual practice of the trade, or a relocation payment where a move is possible, increased by reinvestment costs, removal costs and sometimes a trading disturbance element. It frequently exceeds what the landlord had anticipated.
The lease continues by tacit continuation, on the same terms, but the term keeps running. Once twelve years have passed in total, the landlord can seek decapping. Many tenants think they are gaining time and lose their most useful protection.
Practice areas involved
Un seul module de ce site dépose des cookies : la mesure de nos campagnes publicitaires. Vous l’autorisez ou non ci-dessous, et pouvez revenir sur ce choix à tout moment depuis le lien « Gestion des cookies » en bas de page.
Storing your cookie preferences and securing the form. No tracking, no transfer to a third party.
The firm runs advertisements on Google. This module tells us which of them lead to an enquiry, so that we do not pay for advertisements that serve no purpose. Google is established in the United States; the transfer is governed by the EU–US Data Privacy Framework. Declining has no effect on your browsing.
Visitor statistics produced for our use alone, with a truncated IP address, with no cross-referencing between sites and no transfer to a third party. This configuration falls within the exemption recommended by the CNIL: it does not require your consent, and you may nonetheless object to it from our privacy policy.
Your choice is kept for six months, then you will be asked again. Refusing has no effect on your browsing: the whole site remains available, and nothing is measured.