Can subtenants of business premises constitute a customer base within the meaning of Section 2315 of the Civil Code?

In its recent decision no. 26 Cdo 235/2026 dated 10 March 2026, the Czech Supreme Court clarified what is meant by a “customer base” under Section 2315 of the Czech Civil Code and under what circumstances a tenant may become entitled to compensation upon termination of a lease of premises used for business purposes.

Brief factual background

The case concerned a dispute between the owner of a shopping centre and its tenant. The tenant was obliged to ensure the operation of shops and services within the building, establish business units and create several job positions. In accordance with the lease agreement, it chose to achieve this purpose by securing subtenants for the individual premises. After the lease was terminated, most of those subtenants continued operating in the building, this time under a contractual relationship with the new tenant. The original tenant therefore sought monetary compensation, arguing that the landlord, or rather the new tenant, had taken over the customer base it had built up.

The concept of a “customer base” under Section 2315 of the Civil Code

The Civil Code does not expressly define the term customer base. In interpreting the concept, the Supreme Court relied on its previous case law and emphasised that, in the context of leasing premises serving business purposes, a customer base is linked to the tenant’s business carried on in the specific leased premises and constitutes a special form of enhancement of those premises. It therefore consists of customers who repeatedly return to the premises to purchase the tenant’s goods or services. The Supreme Court gave restaurants, cafés, and fitness centres as illustrative examples. By contrast, in the case of offices, warehouses or activities tied more closely to the person of the entrepreneur, the application of Section 2315 of the Civil Code will generally be excluded under the Supreme Court’s interpretation.

The Supreme Court’s clarification of the concept

In the present case, a subtenant to whom the tenant had sublet premises serving business purposes is not considered a regular customer of that tenant. A group of such subtenants therefore cannot be regarded as a customer base within the meaning of Section 2315 of the Civil Code.

Accordingly, by identifying subtenants and concluding sublease agreements with them, the tenant was not building a customer base but merely fulfilled its contractual obligation to ensure the operation of the individual business units. The Supreme Court also noted that, in this specific case, that effort had already been compensated by reduced rent during the first years of the lease. For that reason, the fact that most of the subtenants continued operating in the building after termination of the lease was not legally relevant for the application of Section 2315 of the Civil Code.

Practical takeaway

This decision is particularly important for entrepreneurs who do not operate their own retail business or provide services directly to end customers in the leased premises, but whose business model is based on the management of premises or the securing of subtenants. Section 2315 of the Civil Code does not provide automatic protection to such business models.

In practice, it is therefore advisable to address the termination of the lease already during the negotiation stage. If the tenant invests time and resources into building up the value of the premises, it is advisable to expressly regulate in the lease agreement whether and under what conditions the tenant will be entitled to compensation upon termination of the lease.

This may include, for example, provisions concerning the transfer of clientele, a network of subtenants, equipment, or related contractual relationships.