Two rulings handed down on the same day clarify the scope of Articles L. 145-41 and L. 145-15 of the Commercial Code. The Court of Cassation rules that any termination clause providing for a period of less than one month after an unsuccessful formal notice is deemed null and void. It also confirms that the 2014 reform applies to current leases and proceedings subsequent to its entry into force.

Court of Cassation, Third Civil Chamber, 6 November 2025, No. 23-21.334 and No. 23-21.454

1. The facts: two disputes concerning commercial leases

The two cases involve landlords and their tenants in similar situations.

In the first (No. 23-21.334), the consorts [L], landlords of commercial premises in Lyon, had issued a formal notice on 5 July 2013 to their tenant, the company V. 17, for non-compliance with a clause prohibiting unauthorised works. The termination clause in the lease stipulated that the contract would be terminated fifteen days after a formal notice had remained unsuccessful. The landlords subsequently refused to renew the lease, without compensation for eviction.

In the second case (No. 23-21.454), SCI San Marco, the owner of commercial premises in Montpellier, had issued a summons to its tenant in January 2015 to provide proof of insurance and pay charges, invoking a termination clause that also set a deadline of fifteen days. It asked the judge to declare the lease terminated.

In both cases, the central issue concerned the validity of a termination clause providing for a period of less than one month and the application of the reform of 18 June 2014, which amended Article L. 145-15 of the Commercial Code.

2. The question: what is the scope of the law of 18 June 2014 and the penalty for an unlawful period?

Before 2014, clauses contrary to Articles L. 145-37 to L. 145-41 of the Commercial Code were null and void. Since the Act of 18 June 2014 (known as the ‘Pinel Act’), they are deemed to be unwritten in their entirety, which is a more appropriate sanction.

This raised two questions:

– Does this Act apply to leases entered into before its entry into force but whose effects continue?

– Should a termination clause providing for a period of fifteen days instead of one month be only partially neutralised or deemed to be null and void in its entirety?

3. The solution: immediate application and sanctioning of the entire termination clause

➤ First decision (No. 23-21.334)

The Court overturned the ruling of the Lyon Court of Appeal for having applied the old regime. It pointed out that:

« Having regard to Articles 2 of the Civil Code, L. 145-15, as amended by Law No. 2014-626 of 18 June 2014, and L. 145-41, paragraph 1, of the Commercial Code

Under the terms of the latter of these texts, any clause inserted in the lease providing for automatic termination shall only take effect one month after a formal notice has remained unsuccessful. The formal notice must, with a risk of nullity, mention this time limit.

According to the second provision, clauses, stipulations and arrangements which have the effect of defeating the provisions of Article L. 145-41 of the Commercial Code, regardless of their form, are deemed unwritten.

It follows from the first provision that the new law governs the legal effects of legal situations that arose before its entry into force and have not been definitively realised.

A termination clause inserted in a commercial lease providing for a period of less than one month after an unsuccessful order has the effect of defeating the public policy provisions of Article L. 145-41 of the Commercial Code and must be deemed unwritten if the lease is in force on the date of entry into force of Law No. 2014-626 of 18 June 2014.

Since the proceedings, the purpose of which is to establish the acquisition of a termination clause whose validity is contested under this law, are ongoing, the effects of the order issued under this clause are not definitively realised, so that the validity of the clause must be assessed in the light of this new law.

In order to establish the acquisition of the termination clause, the judgment notes that the order was issued before the entry into force of the law of 18 June 2014 and concludes that only the clause of the lease providing for a period of fifteen days was invalid under the legislation then in force and that the sanction of being deemed unwritten introduced by this law in Article L. 145-15 of the Commercial Code is not applicable. « 

More simply, even if the order had been issued before 18 June 2014, the validity of the clause had to be assessed in the light of the new law, since the proceedings were still ongoing when the Law came into force.

The Court specifies that a termination clause providing for a period of less than one month after the order is issued contravenes the public policy provisions of Article L. 145-41 and must therefore be deemed unwritten if the lease is still in force on the date of the reform.

➤ Second decision (No. 23-21.454)

In the second case, the Court confirmed the reasoning of the Court of Appeal, which had ruled that the termination clause was in its entirety null and void:

‘The inclusion in the termination clause of a commercial lease of a period of less than one month after an unsuccessful order has the effect of contravening the public policy provisions of Article L. 145-41 […] Such a clause is therefore deemed to be null and void in its entirety.’

SCI San Marco could not therefore rely on a clause setting a period of fifteen days.

4. Scope: a twofold clarification

These two decisions, handed down on the same day, confirm that the reform of 18 June 2014 applies to current leases and subsequent proceedings, even if the breaches invoked are prior to that date.

The decisions also reiterate that a termination clause setting a period of less than one month is deemed to be entirely null and void.

The Court thus enshrines a strict interpretation of the text: the one-month period provided for in Article L. 145-41 of the Commercial Code is a matter of absolute public policy, and any derogatory clause is rendered null and void in its entirety.

For landlords, this solution requires them to verify the compliance of the termination clauses in their old leases, otherwise they may be rendered ineffective.

For tenants, it provides an additional guarantee against terminations based on a clause setting a period of less than one month.

By Olivier Vibert, Solicitor, Paris