Securing & Litigating Property Sales

The choice between a unilateral promise to sell and a bilateral preliminary contract (compromis) is never neutral. It determines the parties’ level of commitment, the exit options, the conditions precedent and the consequences of a default before final signature.

The firm supports sellers and buyers in choosing, drafting or reviewing the preliminary contract, in order to avoid imprecise or insufficiently protective clauses.

In particular, we assist with:

• analysing the objectives, the timetable, the financing and the situation of the property;
• choosing the appropriate preliminary contract: promise or compromis;
• drafting or reviewing the sensitive clauses: price, conditions precedent, deposit, time limits, completion;
• securing the exchanges up to the signing of the notarial deed.

Conditions precedent protect the parties when a decisive event must occur before the sale: obtaining a loan, an administrative authorisation, the clearing of a pre-emption right, the sale of another property or the resolution of a technical or legal difficulty.

The loan condition precedent is one of the most frequent and most sensitive. A late, incomplete or non-compliant financing application can expose the buyer to the loss of the deposit paid or to litigation.

In particular, we assist with:

• analysing the drafting of the conditions precedent;
• checking the compliance of the financing applications and the bank refusals;
• reconstructing the steps taken by the parties;
• negotiating an extension, an amicable exit or defending your interests in the event of a challenge.

The reservation deposit (indemnité d’immobilisation) often crystallises tensions when a sale falls through. The seller may wish to keep the sum held in escrow, while the buyer may seek its return, particularly in the event of a loan refusal or an unfulfilled condition precedent.

The firm analyses the clauses of the preliminary contract, the steps taken, the time limits, the notifications and the exchanges with the notary in order to determine whether the sum should be returned or retained.

In particular, we assist with:

• analysing the promise or the compromis and its schedules;
• checking the conditions precedent, time limits and notifications;
• characterising any default by one of the parties;
• negotiating the return or retention of the deposit, or bringing proceedings.

An estate agent, notary, managing agent or surveyor may have their liability engaged when decisive information has been omitted, poorly conveyed or insufficiently checked during a property sale.

The firm supports sellers and buyers when a transaction reveals a difficulty that should have been anticipated: a documentary defect, a lack of information, a questionable survey, a co-ownership anomaly, an error in the chronology or a breach of the duty to advise.

In particular, we assist with:

• analysing the mandates, surveys, deeds, correspondence and co-ownership documents;
• identifying the role and obligations of each party involved;
• characterising the breach, the loss and the causal link;
• seeking an amicable solution or bringing a liability claim.

Some sales stall at the time of final signature or after the preliminary contract has been concluded: refusal to complete, a difficulty over a condition precedent, disagreement over the documents to be produced, delay, challenge to the price, discovery of a new element or breach of the agreed obligations.

The firm works to characterise the difficulty, secure the exchanges and define the most effective strategy: negotiation, formal demand, framed extension, rescission of the sale or court action.

In particular, we assist with:

• analysing the preliminary contract, the notarial exchanges and the file documents;
• identifying the obligations not performed or disputed;
• drafting the formal demands, position letters or settlement agreements;
• representing your interests in the event of proceedings.