What is a customer base, what are its defining characteristics, and can subtenants form a customer base? The Supreme Court answered all these questions in a recent ruling.
Customer base and its definition
The Supreme Court has for the first time explicitly addressed the question of whether subtenants to whom the tenant has sublet premises used for business purposes may constitute a customer base within the meaning of Section 2315 of the Civil Code, and whether the original tenant is therefore entitled to compensation for the benefit which the landlord gains by taking them over.
The law uses the term ‘customer base’ but does not define it. In line with the technical literature, the Supreme Court concluded that it should be understood to mean:
“a group of customers who repeatedly purchase products or use services offered by the tenant on the rental premises accessible to customers”.
The key defining feature is regularity – the customer base represents a stable income precisely because customers return repeatedly and the costs of retaining them are lower than the costs of acquiring new customers. Building a customer base is therefore not relevant in the case of short-term leases.
Link to the rental premises
The customer base is linked exclusively to the tenant’s business operated on the rental premises, as opposed to the tenant as a person (lawyers, doctors).
The rental premises must:
- be accessible to customers, whether the general public (restaurants, cafés) or a more limited group (gyms with compulsory membership); and
- allow for contact with customers – a customer base will not be established if there is no contact at all or only occasional contact (online shops, offices, warehouses).
Supreme Court: Subtenants do not constitute a customer base
Having defined the customer base, the Supreme Court concluded that a subtenant to whom the tenant has sublet premises used for business purposes is not a customer, and therefore a group of such subtenants cannot be regarded as a customer base within the meaning of Section 2315 of the Civil Code. A tenant whose business consists of securing subtenants is therefore not entitled to compensation for the benefit gained by taking over the customer base.
| Practical recommendations The mere existence of a customer base is not the sole condition for the entitlement to compensation for the benefit gained – one must always examine also other circumstances (in particular the duration of the lease, the nature of the new tenant’s business, etc.) Finally, it should be emphasised that Section 2315 of the Civil Code is a discretionary provision from which the contracting parties may deviate. Practical recommendations vary depending on one’s position in the contractual relationship. The landlord will logically seek to exclude this provision from the contract entirely. Conversely, the tenant may have an interest in ensuring that the right to compensation is retained or further clarified in the contract – for example, by specifying the method of calculation of the compensation or a fixed amount of compensation. |
Author: Adam Dumský, Junior Associate, Real Estate, LYNX (Czech Republic)
Source: Judgment of the Supreme Court of 10 March 2026, Ref. No. 26 Cdo 235/2026
