Dream Of Their Own Goodwill?
growth in Europe, acting as a magnet
for customers and, at the same
time, contributing to the economic
development of this sector. Data shows
that in the first half of 2016, malls
reached an area extension of 153.6
million square meters (SQM), with
further growth forecasted for 2017, up to
an overall 164 million SQM.
SQM. Recently, however, significant
developments have taken place and
others are coming.
More than one year has passed since
the opening of the new shopping mall in
Arese, near Milan ("il Centro"). Opening
in April 2016 and composed of 200
shops, 25 restaurants and various service
providers, this mall was one of the largest
in Italy and one of the biggest in Europe.
Recently the shopping mall at Orio Al
Serio (Bergamo airport) has undergone
a 35,000 SQM expansion, reaching an
overall surface area of 105,000 SQM.
Exceeding a total investment of 100
million Euro, this shopping mall is
composed of more than 280 shops, 50
restaurants, miscellaneous services and
one multi-cinema with 14 screens.
In the very near future, Italy will
also enjoy the opening of the shopping
district in City Life, slated for November
2017 with total 32,000 SQM. Then,
in December 2019, the challenging
project of the Westfield shopping center
in Segrate will be completed, with 300
shops, including Galeries Lafayettes, and
one multi-cinema with 16 screens. It will
be open 365 days a year and cost more
than 2 billion Euro.
These shopping malls are to be
considered great poles of attraction by
representing brands of national and
international stature.
The juridical measure in Italy by
which the owners of these malls regulate
the stores located inside, are the
"commercial property lease agreement"
(regulated by Law 392/78) and, mostly
utilized, the "business unit lease."
it is standard practice for the lessee,
however, to accept a written pre-emptive
waiver to any indemnity for loss of
goodwill at the end of the lease period or
in case of termination by the owner.
The matter is referred to in Law
392/1978, which regulates the property
lease agreement. Law 392/1978 provides
that, as goodwill indemnification,
the lessee has the right to receive a
remuneration equal to 18 months of the
last rent paid.
is null and void, even though recent case
laws have recognized that a preventive
waiver to a goodwill indemnification is
possible if remunerated by a discount of
the rent favoring the tenant.
The rule is, however, not applicable
for commercial activities located in
airports, railway stations and road
services areas.
if the tenant of a shop located in a mall is
or is not entitled to such indemnity. Case
law addressed the situation excluding it
on the grounds that a shop in a mall is
similar to shops in airports and railway
stations which are located in a sort
of mandatory route and which benefit
consequently from a "parasitic goodwill."
Studio legale e tributario since 2013. Her main
areas of practice are mergers and acquisitions,
corporate law and general commercial law matters,
including property law. She represents and advises
Italian, as well as international, corporations in
Italian and cross-border transactions.
with 20 years of business experience as head of
a legal department in the field of luxury goods
and accessories. She is an expert in labor law
and trade-unions, anti-trust and contracts in the
commercial sector, with particular reference to
negotiation and retail development.
Piazza Borromeo, 12
Milan, Italy 20123
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