Specific Grounds: Key Points
The assessment is fact-specific and courts have sovereign discretion: the same conduct can be assessed differently by different courts. The landlord bears the burden of establishing that the breach is genuinely serious and not merely technical.
Rent arrears: must be inexcusable and repeated. A pattern of late payments regularly brought current within a month is insufficient however often it recurs. Economic difficulty and the landlord’s own serious breach can defeat the ground.
Imputability after assignment: the breach must be imputable to the current tenant. An assignee is not responsible for the predecessor’s breaches absent a mutual guarantee clause (Cass. 3e civ., 14 December 2023). Include mutual guarantee clauses in every assignment.
Waiver by offering renewal: a landlord who offers renewal after knowing of the breach cannot later rely on that breach as a ground. The immutability principle is strict: grounds known at the notice date but not stated cannot be added later.
Because reversible breaches are erased by remediation within the one-month formal notice window, the mandatory Art. L. 145-17-1 procedure must be served before the refusal notice. If the tenant pays or remedies within that month, the ground disappears regardless of how often the pattern has previously occurred.

Contractual Breaches

Ground Recognised? Key conditions / limits
Contractual Breaches
Change of use without déspécialisation YES Any modification of permitted use; tenant’s only defence is implied inclusion (déspécialisation incluse)
Rent arrears / payment failures CONDITIONAL Must be inexcusable and repeated; late payments brought current monthly = insufficient; economic difficulty or landlord’s own breach may defeat the ground
Unauthorised assignment or subletting YES Subletting without landlord participation = irreversible (Cass.); a ceased subletting can still qualify if it previously prevented a rent increase
Unauthorised works CONDITIONAL Only where genuinely irregular; works rendered necessary by an accepted activity do not qualify
Failure to insure YES Recognised ground (CA Paris)
Cessation of Activity
Cessation of fonds de commerce CONDITIONAL Duration alone is not the criterion; health/maternity reasons excluded; observation period cessation (sauvegarde/redressement) cannot be invoked
Failure to operate the authorised activity specifically YES Confirmed even where business operated generally (Cass. 3e civ., 14 June 2006)
Non-Contractual Conduct
Criminal conduct in premises (prostitution, drug trafficking) YES Recognised by Paris CA case law
Physical or verbal violence; document falsification in proceedings YES Cass. 3e civ. confirmed
Persistent co-ownership rule non-compliance with aggressive conduct YES CA Rouen 2023

Change of Use or Designated Activity

Any modification of the contractual permitted use, including adding a connected or complementary activity without following the déspécialisation procedure, can constitute a serious and legitimate ground (Cass. 3e civ., 24 October 1990). The tenant’s only defence is to argue that the new activity was impliedly included in the original permitted use (déspécialisation incluse). An unauthorised change of physical use (e.g. using the residential part of mixed-use premises for commercial purposes) can also qualify, though not every misuse automatically reaches the threshold.

Rent Arrears and Payment Failures

Failure to pay rent or service charges can constitute a serious ground, but the bar is high: the arrears must be inexcusable and repeated (Cass. 3e civ., 29 June 2005). A pattern of late payments of one to two months without any actual unpaid balance at the time of the notice is not sufficient (CA Paris, 13 May 2020). Difficult economic circumstances can defeat the ground (CA Paris, 27 February 2007). The landlord who is themselves in serious breach of their maintenance obligations cannot invoke rent arrears (CA Paris, 29 February 2024). Because arrears are reversible, the prior formal notice must be served, and if the tenant pays within the month the ground is erased — regardless of how often the same pattern has previously occurred.

Unauthorised Assignment, Subletting, or Management Lease

An assignment without the landlord’s authorisation, or in breach of contractual formalities, is a well-established ground (Cass. 3e civ., 25 June 1975; Cass. 3e civ., 21 November 2001). Subletting without the landlord being called to participate in the act is treated as irreversible by the Court of Cassation (Cass. 3e civ., 9 July 2003), though some Paris CA decisions treat it as reversible. A subletting that has ceased but whose earlier existence prevented the landlord from seeking a rent increase remains a valid ground despite the cessation (CA Paris, 10 April 2019). An irregular management lease (location-gérance) also qualifies, provided the Art. L. 145-17-1 formalities are respected (Cass. 3e civ., 10 January 1996).

Unauthorised Works or Failure to Maintain

Works carried out without required authorisation can qualify (Cass. 3e civ., 1 July 2003), but not all irregular works reach the threshold: works rendered necessary by an activity the landlord had accepted did not qualify (Cass. 3e civ., 28 September 2004). Failure to insure the premises is a recognised ground (CA Paris, 21 March 2003).

Cessation of the Fonds de Commerce

The landlord can refuse renewal where the tenant has ceased operating the fonds de commerce without a serious and legitimate reason. Assessment is fact-specific: a brief cessation is generally not treated as fault; an administrative closure order has been upheld even without a lengthy duration criterion (Cass. 3e civ., 20 November 1995). Cessation for health or maternity reasons is not a ground. Failure to operate the specific activity authorised in the lease (not just the business generally) has been upheld (Cass. 3e civ., 14 June 2006, n° 05-12.708). Cessation during a sauvegarde or redressement judiciaire observation period cannot be invoked by the landlord under Art. L. 622-14 C. com.

Non-Contractual Conduct

The landlord may also rely on conduct outside the contractual framework where it affects the landlord-tenant relationship or the execution of the lease. Recognised grounds from the case law include: prostitution and procuring in the leased premises (CA Paris, 16 December 1998); drug trafficking (CA Paris, 12 October 1995); interception of another occupant’s correspondence (CA Paris, 26 April 2006); physical or verbal violence (Cass. 3e civ., 28 March 1995); use of false documents in proceedings relating to the lease (Cass. 3e civ., 19 December 2001); and persistent non-compliance with co-ownership rules accompanied by aggressive conduct toward the landlord (CA Rouen, 14 September 2023).

Imputability: Whose Fault Is It?

The ground must be imputable to the current leaseholder at the time of the notice (locataire sortant). After an assignment, the assignee cannot be held responsible for the former tenant’s conduct unless: the lease includes a mutual guarantee clause making each assignee responsible for their predecessor’s obligations; or the assignee has itself continued the breach after the assignment. The Court of Cassation confirmed in December 2023 that even where the landlord served a refusal notice on the former tenant before the assignment, that notice cannot be invoked against the assignee for breaches that were the former tenant’s responsibility (Cass. 3e civ., 14 December 2023, n° 22-13.661). The landlord can, however, hold the outgoing tenant responsible for conduct by persons holding rights under the tenant, such as a sub-tenant or a management lessee (Cass. 3e civ., 13 June 1969; Cass. 3e civ., 29 May 1991).

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Warning — Include a Guarantee Clause in Every Assignment

The default rule that prior tenants’ breaches cannot be imputed to the assignee means a new tenant can take on a lease with a history of breaches and benefit from a clean slate. Landlords who allow assignments should always include in the assignment document a mutual guarantee clause making the assignee jointly responsible for any pre-existing but continuing breaches. Without it, the only recourse is to demonstrate actual continuation of the breach after the assignment.

Waiver: How Landlords Lose a Valid Ground

Waiver does not have to be express but must result from unequivocal acts. The clearest example: a landlord who offers renewal after having knowledge of the breach cannot subsequently rely on that breach as a ground for refusing renewal (Cass. 3e civ., 7 July 2004; Cass. 3e civ., 8 March 2005; CA Paris, 13 February 2019). The principle of immutability of grounds means all grounds known at the time of the notice must be stated: grounds known at that date but not stated cannot be added later. New grounds arising or discovered after the notice can be added, subject to serving a new prior formal notice for reversible breaches.

Conversely, a landlord who serves a renewal notice without knowing of the tenant’s irregular works does not thereby waive the right to rely on those works if discovered later (Cass. 3e civ., 3 December 2020). A contractual clause agreed with the tenant specifying that a single instance of non-payment within the one-month notice period constitutes a serious ground limits the court’s discretion, though it cannot override the forfeiture clause suspension powers under Art. L. 145-41.

Practical Checklist: Building and Preserving a Valid Ground
Document the breach from the outset: courts require the breach to be serious and proven. Keep records of every instance of non-payment (date, amount, duration, how and when settled), every unauthorised use, and every communication about breach. Build the file before the Art. L. 145-17-1 formal notice, not after.
Serve the Art. L. 145-17-1 formal notice correctly: for reversible breaches, this notice is a mandatory prerequisite. It must specify the breach precisely, give one month to remedy, and be served before the refusal notice. A vague or inaccurate formal notice may be held to cover a different breach than the one ultimately invoked.
Do not offer renewal after discovering the breach: any renewal offer made after knowledge of the breach will be treated as a waiver. If you are assessing whether to renew while investigating a potential ground, obtain legal advice before serving any renewal offer. A renewal offer can also waive a prior retraction opportunity.
State all known grounds in the refusal notice: the immutability principle is strict. If multiple grounds exist, list all of them in the notice. Grounds known at the date of the notice but omitted cannot be added in subsequent proceedings. Only truly new post-notice grounds can be raised later (with a fresh formal notice for reversible ones).
Include mutual guarantee and imputability clauses at every assignment: the default rule gives assignees a clean slate on the predecessor’s breaches. Negotiate and include a clause in every assignment document that makes the assignee jointly responsible for pre-existing continuing breaches and for the predecessor’s obligations during the prior tenancy period.
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Whether you are a landlord evaluating whether a tenant’s conduct reaches the serious and legitimate threshold, or a tenant challenging a refusal notice on those grounds, we advise on the substantive assessment, the procedural record, and the litigation strategy.

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Legal Notice. This article is for general information and educational purposes only. It does not constitute legal advice. Laws and regulations may have changed since publication. Always seek qualified French legal advice on refusal of renewal grounds in a French commercial lease.