Facts

The dispute concerns a claim for damages brought by the tenants ([C.] and [D.] ) following the refusal of their landlords ([A.] and [B.] ) to consent to the transfer of their commercial lease to a third-party assignee ([E.] Sàrl - [F.] ). The essential facts are as follows:

Since November 1, 1976, the tenants had operated a café-restaurant in commercial premises belonging to the landlords. On August 9, 2013, the tenants concluded a business transfer agreement with [E.] Sàrl - [F.] for an amount of 150,000 francs, subject to the conclusion of a new lease or the transfer of the existing lease. On July 22, 2013, the tenants requested the landlords to transfer the lease in favor of the assignee. On September 24, 2013, the landlords objected to the transfer, arguing in particular that the agreed price was excessive and that the assignee did not offer the same guarantees as the tenants.

On September 20, 2013, the tenants filed a request for the transfer of the lease with the Conciliation Commission. The Commission issued an authorization to proceed, but the tenants did not bring the case before the Rental Tribunal within the 30-day deadline. On November 12, 2013, the assignee informed the tenants that it wished to waive the takeover of the business.

On January 14, 2014, the tenants filed a request for damages with the Conciliation Commission, concluding in particular to the payment of 100,000 francs. The Rental Tribunal ordered the landlords to pay 21,077 francs to the tenants. On appeal by both parties, the Civil Court of Appeal of the Cantonal Tribunal of the Canton of Vaud reformed the judgment and ordered the landlords to pay 100,000 francs to the tenants.

Considerations

The Federal Tribunal first examined the admissibility of the tenants' claim for damages. It considered that this action was new and distinct from the first action for the transfer of the lease, which had been abandoned due to the failure to pursue it within the time limit for peremption. The exception of res judicata raised by the landlords was therefore unfounded.

On the merits, the Federal Tribunal held that the landlords had violated their contractual obligations by refusing the transfer of the lease without just cause. Indeed, the…