You buy, the commercial tenant is inside
they stay, even if the lease isn't on the land title (Casablanca Commercial CA 2022)

1. The distinction that changes everything: personal right vs real right

The Court's central reasoning rests on a fundamental civil-law distinction, too often overlooked by practitioners:

• Real rights (ownership, mortgage, usufruct, easements) bear on the thing itself and require registration on the land title to be enforceable against third parties. This is the logic of the Moroccan Torrens system (Dahir 1913)
• Personal rights (lease, claim, service contract) bind persons to one another, independently of their publication. A commercial lease is a contract — it binds the landlord and the tenant (and their assigns) without needing registration on the land register

When a new owner acquires a tenanted building, they step into the landlord's shoes in all their contractual rights AND obligations. The lease continues, independently of its publication. The only way for the buyer to escape the lease would be to prove they had no knowledge of its existence — a near-impossible proof if the tenant physically occupies the premises at the time of the sale.

2. The assignment of a business, the vehicle of the leasehold right

The commercial unit was occupied not by the historic tenant but by an assignee — a company that had bought the business, leasehold right included. The Court validates this transmission: the assignment of a business carries the transfer of the leasehold right, provided the deed of assignment is valid and not annulled. Company A.K. produces the deed of assignment, which has never been legally challenged. The chain of leasehold titles is complete: original landlord → original tenant → current assignee. This chain binds the buyer of the building.

3. Consequences for acquisition due diligence

The ruling restores the full importance of pre-acquisition due diligence. Buying a building by merely consulting the land title is a mistake — the land title shows real rights, not personal rights such as leases. Here are the mandatory points to audit BEFORE any acquisition of a tenanted building:

• Complete rent roll: list of tenants, leased surfaces, rents, charges, lease dates, remaining terms
• Copy of the written leases of each tenant (residential and commercial)
• Deeds of business assignment if any assignments took place (checking the landlord's consents where required)
• Rent receipts for the last 24 months — to check there are no hidden arrears
• Lease-end schedule: which leases expire and when? Options for notice to recover / for demolition-reconstruction
• Ongoing rental litigation: eviction proceedings, indemnity challenges, objections to general assembly minutes
• For law 49-16 commercial leases: tenant seniority (important for the eviction indemnity), the exact nature of the business, the estimated value of the leasehold right
• Physical visit of each unit to identify the actual occupants (sometimes different from the official tenants)

4. The cost of ignorance — the figures

Acquiring a building thinking you can vacate it quickly, then discovering a law 49-16 commercial lease still running for 6 years, mechanically means losing 10 to 30% of the building's economic value compared with a vacant building. If you then want to part with the tenant, you will have to pay an eviction indemnity that can reach 1 to 3 times the annual rent for an established business (leasehold right + goodwill + relocation costs). A pre-acquisition audit costs 6,000 to 15,000 MAD excl. tax — nothing compared with the risk incurred.

Before acquiring a tenanted building, get the property and its rental situation valued by our independent RICS appraisal service and browse more analyses on the ReaConsult blog.