A class action lawsuit pitting several landlords against Odalys Résidences
In a judgment dated 22 May 2026, the Toulouse Commercial Court ruled on a dispute involving several owners of units located in a holiday residence operated by the company Odalys Résidences. The landlords were claiming payment of rent that remained unpaid during the 2020 and 2021 financial years following the Covid-19 health crisis.
Between 2012 and 2014, the owners had entered into nine-year commercial leases for various apartments within a holiday residence. During the pandemic, Odalys ceased to pay the full rent stipulated in the contracts, arguing that it could invoke a specific clause in the lease allowing for a reduction in rent in the event of force majeure interrupting tourist activity.
Faced with this situation, the landlords took legal action against the operator to secure payment of rent arrears for the years 2020 and 2021, together with statutory interest.
A contractual clause governing the sharing of force majeure risk
The core of the dispute centred on the interpretation of Article 6 of the commercial leases. This clause provided that, in the event of force majeure interrupting tourist activity, the rent would be reduced to 30% of the net revenue actually received by the tenant and distributed among the landlords in accordance with their respective shares.
The clause specifically covered scenarios such as natural disasters, pollution, administrative barriers to free access to the premises, or restrictions on the movement of people. It specified, however, that this mechanism could not apply where the loss suffered by the tenant was covered by insurance.
The landlords argued that this provision could not justify the reductions made by Odalys. The operator, on the contrary, asserted that the pandemic and the administrative measures adopted by the public authorities fell squarely within the scope of this clause.
The court recognises the applicability of the Covid clause
The court began by validating the very principle of the clause. It noted that no legal provision prohibits the parties from contractually addressing the consequences of a force majeure event on the amount of rent.
The judges then considered that the Covid-19 pandemic and the government measures adopted to combat its spread did indeed constitute a case of force majeure within the meaning of the contract. The successive lockdowns, the administrative closures of holiday accommodation and the travel restrictions had effectively brought tourism to a halt, sometimes completely, sometimes partially.
The court also held that the clause could apply even in the event of only a partial interruption of business. According to the judges, the general structure of the contract revealed an intention on the part of the parties to share the financial consequences of exceptional events affecting the tourism business.
Finally, Odalys demonstrated that no insurance compensation had been received in respect of operating losses linked to the health crisis. The exclusion condition provided for in the lease was therefore not met.
Odalys’ failure to prove revenue received
Odalys’ victory on the principle of the clause does not, however, allow it to escape its liability.
The court emphasised that the contractual mechanism for rent reduction was based exclusively on the “net revenue actually received” by the operator during the periods in question. However, this concept is not to be confused with turnover. A company may invoice for services without having yet received the corresponding sums.
The judges note that Odalys produced evidence relating only to its turnover and not to the revenue actually received during the periods when tourist activity was suspended. This distinction is essential, as the contractual clause referred specifically to actual receipts.
Failing to demonstrate this fundamental condition, Odalys could not benefit from the rent reduction mechanism provided for in the lease. The court therefore considers that the rent must be calculated according to the normal contractual amount.
Order to pay outstanding rent
Having ruled out the practical application of the clause, the court examined the situation of each of the landlords. It found that the amounts claimed corresponded to the outstanding contractual rent and noted that Odalys had not provided any further evidence of the payments it claimed to have made.
The various landlords thus secured an order requiring Odalys to pay the full amount of rent arrears for the 2020 and 2021 financial years, with interest at the statutory rate from the date of the formal notices or, failing that, from the date of the summons.
Scope of the decision
This decision is of particular interest to tourist residences. The court acknowledges that a health risk-sharing clause may be valid and applicable to the Covid crisis. However, it firmly reiterates that an operator invoking such a mechanism must strictly comply with the conditions for its implementation and provide evidence thereof. In the absence of proof of the revenue actually received, the rent reduction becomes unenforceable against the landlords, who regain their right to full payment of the contractual rent.
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