unilateral withdrawal in leasing commercial premises

arrendamiento local negocio

Sentenced to compliance with the lease business despite the economic crisis.

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The Supreme Court has ruled that, the tenant must meet the full term, if the unilateral withdrawal was not foreseen nor the lessor expressly consents.

La decisión ha sido adoptada en la sentencia de la Sala Primera del Tribunal Supremo N.º 539/2017, of 03/10/2017.

The factual background were the following:

Alco Grupo Empresarial SL was a company incorporated on 19 July 2006, and is part of a venture capital group dedicated to buying and selling operations of mercantile companies, as well as the sale and lease of construction machinery and public works. The 26 April 2007, Alco Grupo Empresarial SL celebrated with Grusán SL two business premises leases, con una duración de 10 years old.

However, as a consequence of the economic crisis and the stagnation of the real estate market, Alco Grupo Empresarial SL contracted a significant bank financial debt. En esa situación, Alco Grupo Empresarial SL asked Grusán SL for a reduction in the rental income of a 20% annual, and 21 September 2012, after the latter refused said reduction and after a few months of non-payment of income, She informed him that as a result of the economic context, she was forced to withdraw from the lease contracts.

En esa situación, Grusán SL decided to file a lawsuit requesting that unilateral withdrawal is declared ineffective of Alco Grupo Empresarial SL and that he be sentenced to pay 299.170,62 € for the income you owed at the time trying to give up the leases, in addition to 81.899,65 € for each additional month that elapsed from the filing of the claim, by way of payment of the rent rents that were accruing.

Alco Grupo Empresarial SL, meanwhile, in addition to answering the demand requesting the full dismissal, made a counterclaim requesting that the efficacy of the unilateral withdrawal made be declared, as well as the sufficiency of the compensation of 111.811,24 € and 182.665,16 € that he had delivered to Grusán SL as compensation for the damage caused by withdrawing from the leases.

The Court of First Instance No. 06 of Paterna passed sentence of 17 June 2014 fully estimating demand presented by Grusán SL. And the embroidery, Alco Grupo Empresarial SL filed an appeal, which was partially estimated in 2nd instance by the Provincial Court of Valencia by judgment of 05 March 2015, to the extent that, although he declared the contractual withdrawal effective, raised the amount of compensation to a total of 883.419,02 €.

Against that judgment of the Provincial Court of Valencia, Grusán SL filed an appeal, that was resolved by the judgment of the Supreme Court object of this comment. The grounds for the appeal were diverse and complex, but the following fundamental arguments can be drawn from the court's reasoning:

First, the Supreme Court stated that Article 11 Act Tenancies (LAU, onwards), that allows the lessee to withdraw from the lease when at least 06 months of duration, only applies to leases for home use. Accordingly, in leases for use other than housing, like the case of the sentence, said article cannot be applied, but it must be according to what the parties agreed in exercise of their autonomy of the will, Article according to 4.3 the LAU, so that, if nothing was provided for in the contract, the unilateral withdrawal of one of the parties cannot have effect if the other rejects it.

Then, The Court recalled that, Article according to 1.124 Civil Code, in case of breach of contract by one of the parties, “the party injured by the breach of contract of the other party may choose to require the latter to comply with the contract. In this case, continuó indicando el Tribunal Supremo, the lessor may require the tenant to comply with the lease term […] and demanding the payment of income on the dates that are accrued ".

Last, the Supreme Court recalled that in jurisprudence (SSTS 183/2016, of 18 March, and 297/2017, of 16 May) can be seen three groups of cases with regard to leasing contracts and withdrawal by the lessee:

1. Cases in which there is a clause in the business premises lease contract that gives the lessee the power to terminate the contract, being obliged to pay the landlord a certain amount of money.

2. Cases in which said clause does not exist, the tenant expresses his will to terminate the lease, but the lessor does not accept it and asks for the fulfillment of the contract, as occurred in the litigation object of this judgment.

3. Cases in which said clause does not exist either, but the lessee declares his will to end the lease and the lessor accepts said resolution.

And it ends up adding the court that, in cases of the second type, nor can the court order the sentence to pay compensation (because that was not what the landlord asks for in his lawsuit), nor can it be understood that the silence on the part of the lessor is equivalent to the acceptance of the will of the unilateral withdrawal of the lessee.

Accordingly, the Supreme Court upheld the appeal filed by Grusán SL, and confirmed the first instance sentence condemning Alco Grupo Empresarial SL to fulfill all lease agreements, paying all the income that accrues until the end of the same.

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