Court of Cassation clarifies: conditions attached to the renewal of a commercial lease may relate only solely to the new lease

Facts

A comercial tenant submitted a timely application for lease renewal.
In addition to proposing new lease terms for the following period, the application also included an additional reduction of the rent for the period already in progress.
The appellate court held that such a condition did not affect the validity of the renewal application.

Ruling of the Court of Cassation

The Court of Cassation set aside that decision, referring to the requirements of Article 14 of the Commercial Lease Act.

Article 14 is of a strictly formalistic nature.

Pursuant to this provision, a valid renewal application requires, inter alia:

• notification within the time limit of 18 to 15 months prior to the expiry of the lease;
• reference to the statutory reply period and the available response options;
• clear and legally permissible conditions;
• conditions relating to the new lease.

The Court recalled that, in the absence of a valid response from the landlord, the renewal takes place under the conditions proposed by the tenant.
It follows, according to the Court, that these conditions must comply with the law and therefore may relate solely to the new lease agreement.
A condition seeking to amend the rent applicable to the ongoing lease falls outside that framework.

Legal significance

Article 14 of the Commercial Lease Act governs the renewal of the lease, which entails the conclusion of a new lease.
By contrast, a revision of the current rent is governed by Article 6 of the Commercial Lease Act and is subject to strict conditions.
The renewal procedure cannot be used as a backdoor mechanism to impose amendments to the ongoing lease agreement, such as, in this case, an adjustment of the amount of the rent.

Points to consider in practice

With this judgment, the Court of Cassation once again confirms the strict nature of Article 14 of the Commercial Lease Act.
Failure to comply with the wording and requirements of this provision – for example, by conflating the concepts of renewal and rent review – may jeopardize the validity of the application for renewal.

For a comprehensive overview of the legislation governing the real estate sector in Flanders and Brussels, you can consult the new “Vastgoedcodex“, published in collaboration with KnopsPublishing.
Buy a copy (print or download – Dutch) here: https://nl.knopspublishing.be/shop/boeken/burgerlijk-recht/vastgoedcodex-vlaanderen-brussel-2025-2026/

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