COMMERCIAL LEASES

The firm drafts and negotiates commercial leases on behalf of landlords and tenants, for all types of assets: high-street shops, shopping centres, retail parks, offices, business premises, logistics warehouses, hotels and industrial premises. Bruzzo Dubucq also drafts short-term leases outside the statutory regime (baux dérogatoires), precarious occupancy agreements and sub-leases.

Each lease is treated as a bespoke instrument. The firm pays particular attention to clauses on permitted use, allocation of service charges and works, indexation, assignment and substitution, joint and several guarantees and early termination. The aim is not only to produce a legally robust contract: it is to provide the client with an instrument that protects its interests at every stage of the lease, including in the event of a dispute.

Commercial lease litigation is, by its very nature, at the core of the firm's practice.

Bruzzo Dubucq appears before the commercial rent judge (juge des loyers commerciaux), the Judicial Courts (tribunaux judiciaires) and the Courts of Appeal in all disputes arising from the landlord and tenant relationship: setting of the renewal rent and lifting of the rent cap, three-yearly rent review and indexation, challenges to service charges and allocation of works, enforcement of the termination clause and applications for time to pay, judicial termination, eviction proceedings and assessment of compensation, the tenant's right of pre-emption and exercise of the priority right.

The firm also has a thorough command of litigation involving court-appointed expert assessments of rental value, whether challenging an expert's findings or steering a complex investigative measure. On every case, the approach is the same as in the firm's highest-stakes commercial disputes: a strategy defined upstream, dense and precise written submissions, and a detailed knowledge of case law that makes it possible to anticipate the court's positions.

This is where the firm's practice stands out.

In any acquisition, business disposal or asset purchase, the commercial lease is a decisive factor in valuation and risk.

A poorly negotiated lease can destroy the value of a business (fonds de commerce); an overly restrictive permitted-use clause can block the development of an activity; an uncapped rent can undermine the economic balance of an acquisition.

The firm audits lease portfolios in M&A transactions, identifies the risks attached to existing leases and structures the necessary warranties in the transaction documentation. It also acts on transfers of businesses and leasehold rights, securing each stage of the transaction: landlord's approval, clearance of pre-emption rights, drafting of deeds, management of the joint and several liability of assignor and assignee. This integration of the lease into the transactional logic is made possible by the firm's dual expertise in litigation and advisory work.

The commercial lease plays a central role in insolvency proceedings (procédures collectives).

For the debtor, it is often the most valuable asset: the leasehold right is an essential component of the business and determines whether trading can continue.

For the landlord, it is a source of uncertainty: compulsory continuation of the lease, pre-petition rent claims subject to collective discipline, court-ordered assignment of the lease as part of a sale plan.

In this context, Bruzzo Dubucq acts for debtors, creditors' representatives and court-appointed administrators (mandataires et administrateurs judiciaires), and landlords. 

Commercial lease law is undergoing changes that are profoundly reshaping its practice. The development of coworking, dark stores and dark kitchens, the rise of pop-up stores and short-term leases, the growing importance of environmental and energy clauses, the impact of e-commerce on rental values and on the very definition of commercial character: these transformations raise novel legal questions to which the case law is still developing answers.

The firm  supports its clients in these grey areas of the law, where the legal characterisation of the lease, the scope of the permitted use and the application of the statutory regime are disputed. The firm's expertise in new economies and the regulation of digital platforms gives it a sharp understanding of the business models that challenge the traditional categories of commercial property law.