Formal notice and termination of contract: where the notice of default is useless, it is not a precondition for termination of the contract
Termination of the contract for breach directly affects the obligations arising from the contract. Termination then presupposes a breach (a failure to perform or defective performance of the contract) and formal conditions (referred to in Article 1224 of the French Civil Code): the termination must result either from a termination clause or from a notification to the debtor. Such termination of the contract is thus subject to a prior notice, except in exceptional cases.
In the present case, a commercial lease agreement is concluded between two companies. One year after the conclusion of the lease, the tenant vacates the premises and ceases to pay the rent. The cause for termination is formally notified as being the fact that the manager of the lessor engaged in incongruous behavior by trespassing on the tenant’s premises and engaging in inappropriate interactions with the employees of the tenant.
The lessor claims the payment of rents subsequent to the departure of the tenant company, while the tenant claims that the payment of rents ceased as soon as the tenant left the premises. The appellate judges upheld the tenant claims.
The lessor filed a recourse to the Court of Cassation, arguing that the requirement of prior notice had not been met: in fact, Article 1226 of the French Civil Code requires prior notice except in cases of urgency; however, in the present case the tenant had not previously given notice to the lessor, nor had it shown an urgency that would justify the absence of such notice.
The Court of Cassation dismissed the recourse: in accordance with its previous case law (Com., 18 October 2023, No. 20-21.579), it held that prior notice was not necessary when it was in fact useless: the lessor’s manager’s misconduct was very serious and did not allow the contract to continue (inappropriate behavior with the tenant’s employees). A formal notice is therefore not necessary where the seriousness of the contractor’s conduct makes it impossible to continue the relationship.
A. PEDROT and G. APOSTOL
Reference
Fr. Court of cassation, Third Civil division, 25 Jan. 2024, Case No. 22-16.583, Not released for official publication.
Source: Légifrance