Termination, Sale, and Right of Withdrawal: When a Commercial Lease Survives a Transfer

Analysis of the February 5, 2026, Ruling by the Court of Appeal of Aix-en-Provence

The ruling handed down by the Court of Appeal of Aix-en-Provence on February 5, 2026, provides significant clarification regarding commercial leases in student housing, particularly concerning the relationship between termination without renewal, sale of the property, and the right of withdrawal.

In a context where units in serviced residences are frequently sold, this decision serves as a reminder that the landlord’s strategy does not end with the issuance of a notice of termination: subsequent actions can completely nullify its effects.

1. The starting point: a notice of termination without an offer of compensation

In this case, the original landlords had issued notices of termination with a refusal to renew, without eviction compensation to the operator (Nexity Studea), effective September 30, 2015.

Typically, such a notice terminates the commercial lease and, in principle, entitles the tenant to eviction compensation.

However, the landlords did not follow this logic through to its conclusion. After issuing the notices, they sold the properties to a buyer (the company Montils), expressly stating in the deeds of sale that the properties were leased under tacitly renewed commercial leases.

This apparent contradiction lies at the heart of the dispute.

2. The legal issue: waiver of the effects of the notice

The new purchaser argued that:

• the notices had definitively taken effect,
• the former owners could no longer revoke them after the sale,
• only the new owner could exercise any right of withdrawal,
• the operator was therefore an occupant without right or title.

The Court of Appeal rejected this analysis in its entirety.

It reiterated a fundamental principle:

👉 the notice of termination may be the subject of an unequivocal waiver by the landlord.

And above all, such a waiver may result from:

• express acts,
• or conduct incompatible with maintaining the notice of termination.

3. The Solution Adopted: The Sale as an Act of Waiver

The Court identifies decisive elements in the deeds of sale:

• explicit mention of “tacitly renewed” commercial leases,
• total absence of any reference to the notices of termination issued,
• transfer of the lease to the new purchaser,
• sale price adjusted to account for the existence of the lease.

These elements, according to the Court, characterize a clear and unequivocal intention on the part of the sellers to waive the effects of their notices of termination.

👉 The waiver therefore precedes the sale and is legally valid.

The Court further specifies that this waiver constitutes a genuine exercise of the right of withdrawal, which occurred while the sellers were still the owners.

4. Consequence: the survival of the commercial lease

The consequence is radical:

• the commercial lease never terminated,
• the operator retains its status as a tenant,
• and cannot be classified as an occupant without right or title.

The Court thus confirms that Nexity Studea remains the holder of the commercial leases and rejects all requests for eviction and occupancy compensation made by the new owner.

5. Strategic Lessons for Landlords

This decision offers several major lessons for the management of managed residences:

1. Termination is not irreversible in practice

Although it generally produces definitive effects, it can be nullified by a clear waiver.

2. The sale is a critical juncture

The terms of the deed of sale can have decisive consequences on the tenancy status.

3. The analysis must be economic as well as legal

A reduced sale price due to the existence of a lease constitutes strong evidence of a waiver.

4. The right of withdrawal is flexible in form

It may result from informal acts, provided they are unambiguous.

5. The new purchaser is bound by the existing legal situation

They cannot ignore the effects of acts performed by the seller.

6. Practical Application

For practitioners, this decision requires increased vigilance:

• on the seller’s side: consistency between the termination strategy and the drafting of the sales deed,
• on the buyer’s side: a thorough review of leases and prior terminations,
• on the operator’s side: the possibility of securing the continuation of the lease despite an initial termination.

Conclusion

The ruling of February 5, 2026, highlights a fundamental reality in commercial lease law:

👉 it is not only the initial legal acts that matter, but the parties’ entire contractual conduct.

In the context of student housing, where unit transfers are common, this decision underscores that a sale can serve as a means to nullify a notice of termination.

For landlords, the lesson is clear:

a notice of termination that is not properly “carried through” to its conclusion can be legally nullified—and economically costly.