Statute of Limitations in French Commercial Lease Litigation

Two-Year vs Five-Year Limitation Periods: The Framework

All actions exercised under the commercial lease statute prescribe in two years under Article L 145-60 of the Commercial Code. Actions that are not founded on the statute but arise from a commercial lease context prescribe in five years under the general civil law (C. civ. Art. 2224 ; C. com. Art. L 110-4). The distinction between the two tracks is not always obvious and has generated substantial case law. The judge of the merits does not raise prescription of their own motion (Cass. 3e civ. 19-12-1990 n° 89-13.402).

The Two-Year Limitation Period: Statute-Based Actions

The Five-Year Limitation Period: Contract and General Law Claims

When Does the Limitation Period Start?

For most actions, the prescription period begins on the day the rights-holder knew or ought to have known the facts enabling them to act (C. civ. Art. 2224). Courts allow considerable latitude but will not excuse negligent ignorance. Case law has fixed specific starting points for the most common commercial lease actions:

• Validity of a clause: from the date of signing the lease
• Validity of a congé: from the congé's date of effect, even if that date is erroneous (Cass. 3e civ. 23-9-2021 n° 20-10.026)
• Validity of a refusal of renewal: from the date of service of the refusal (Cass. 3e civ. 3-11-2021 n° 20-18.351), regardless of whether that date precedes the lease term
• Requalification as a commercial lease: from the date of conclusion of the specific contract in question (Cass. 3e civ. 25-5-2023 n° 22-15.946)
• Rent revision: from the date of dispatch of the revision demand by recorded delivery (Cass. 3e civ. 7-11-1990)
• Renewal rent-fixing: from the effective date of the new lease where the landlord gave a congé with offer of renewal; from the date of acceptance of the renewal principle where the landlord's acceptance came after expiry (Cass. 3e civ. 29-11-2006)
• Art. L 145-28 occupation indemnity: cannot begin to run before the tenant's right to an eviction indemnity is definitively established

How to Interrupt the Limitation Period

Interruption erases the prescription period already elapsed and starts a fresh period of the same duration (C. civ. Art. 2231). The main causes of interruption are:

• Legal proceedings, including référé proceedings (C. civ. Art. 2241 al. 1). The interruption runs from the date of delivery of the summons — not from the date it was lodged with the court registry (Cass. 3e civ. 27-11-2002). An action before an incompetent court also interrupts prescription.
• The preliminary mémoire before the juge des loyers interrupts prescription from the date of dispatch by LRAR (Cass. 3e civ. 17-10-2012 n° 11-21.646) — even if unsigned (Cass. 3e civ. 13-2-2002) or affected by a substantive defect (Cass. 3e civ. 8-7-2015 n° 14-15.192). Notification by simple letter does not interrupt. Lodging the mémoire at the registry without serving it on the other party does not interrupt (Cass. 3e civ. 23-1-2013).
• Recognition by the debtor of the right against which prescription was running (C. civ. Art. 2240). Requires an unambiguous positive act: participation in a private expert appraisal without objection does not constitute recognition (Cass. 3e civ. 30-9-2009).
• Conservatory measures or enforcement acts (C. civ. Art. 2244). A formal notice (mise en demeure) by recorded delivery does not interrupt prescription — this is a strictly limited list (Cass. com. 18-5-2022).

Suspension of the Limitation Period

Suspension halts the prescription period without erasing time already elapsed; the period resumes where it left off once the cause of suspension ends (C. civ. Art. 2230). Main suspension causes in the commercial lease context:

Pre-Trial Expert Appointment

Where the court grants a pre-trial expert appointment under Art. 145 CPC, prescription is suspended for the duration of the expert's mission and for a minimum of six months from the date the report is filed (C. civ. Art. 2239 ; Cass. 3e civ. 6-7-2017 n° 16-17.151). This benefit is personal: the suspension runs only in favour of the party who applied for the expert appointment — not a mere respondent (CA Paris 30-5-2024 ; CA Paris 13-6-2024). A tenant who is a respondent to a landlord's pre-trial expert application should formally join the request and formulate their own claims, failing which the suspension may not protect their own prescription period.

Mediation, Conciliation, and Participative Procedure

Prescription is suspended from the date of the written agreement to use mediation, conciliation, or a participative procedure until the date the process ends (C. civ. Art. 2238). The remaining period after suspension ends cannot be less than six months.

Judicial Dependency and Fraud

Prescription is suspended where the rights-holder's claim depends on the outcome of an ongoing action: they cannot be required to act before a preliminary issue is resolved (Cass. 3e civ. 23-3-1977). Fraud by either party suspends the two-year prescription for the duration of the fraudulent situation (Cass. 3e civ. 8-4-2010 n° 08-70.338 ; Cass. 3e civ. 19-11-2015 n° 14-13.882). The fraud of the tenant can equally suspend the prescription, but only where the landlord demonstrates they were genuinely unable to assert their rights due to the fraudulent conduct (Cass. 3e civ. 24-11-2010).

The 20-Year Absolute Longstop and Contractual Modifications

Regardless of any interruptions, suspensions, or deferred starting points, the prescription period can never be extended beyond 20 years from the date the right first arose (C. civ. Art. 2232 al. 1). This does not apply to interruption caused by legal proceedings before an incompetent court, or by an enforcement act; nor to periodic claims or to the enforcement of enforceable titles.

Parties may agree to modify prescription periods within statutory limits (C. civ. Art. 2254): they may extend the period up to a maximum of ten years, or shorten it to a minimum of one year. This contractual freedom is excluded for actions for payment or recovery of rents, charges, and anything payable annually or at shorter periodic intervals.

Consequences of Missing a Limitation Deadline

Prescription definitively extinguishes the action and consolidates the existing legal situation. The consequences vary significantly by action:

• Renewal rent-fixing prescription: does not cause the congé or renewal request to lapse. Instead, the lease is renewed definitively at all the terms and conditions of the expired lease, including its previous rent level (Cass. 3e civ. 8-7-1980 ; Cass. 3e civ. 28-11-2006). A landlord who misses the two-year deadline for rent-fixing proceedings loses the right to any rent increase on renewal.
• Triennial revision prescription: unlike the renewal rent, prescription of the revision action causes the revision demand to lapse. The landlord or tenant may immediately serve a new revision demand without waiting three years.
• Art. L 145-28 occupation indemnity: prescription extinguishes not just arrears older than two years but the entire right to claim the indemnity (Cass. 3e civ. 23-3-1977 ; Cass. 3e civ. 10-3-2004). This total extinction is a deliberate legislative choice to incentivise prompt action.

This article is for general information and educational purposes only. It does not constitute legal advice. Laws may have changed since publication. Always seek qualified French legal advice before relying on any prescription period in commercial lease proceedings.