You have signed the preliminary contract for a house in Dordogne or an apartment in Paris, paid the deposit to the notaire (public officer who authenticates the deed), booked your flights for completion day — and then the seller stops answering, or announces that he has changed his mind. For a foreign buyer managing the purchase from abroad, this moment is alarming: the money is tied up in France, the moving plans are made, and the seller seems to believe that refusing to attend the final signing is enough to walk away. French law takes the opposite view. Once the preliminary agreement is signed, the seller is bound, and the buyer holds real weapons: forcing the sale through the courts, or recovering the deposit plus compensation. This guide explains both paths, step by step, with the latest rulings of the Cour de cassation (France’s supreme court for civil matters).
I. The signed preliminary contract already ties the seller
Many foreign buyers assume that nothing is final until the acte authentique (final notarised deed of sale) is signed before the notaire. That assumption is wrong, and sellers who rely on it lose in court. French law gives binding force to the preliminary agreement itself, whether it takes the form of a compromis de vente (mutual preliminary sale agreement) or a promesse unilatérale de vente (unilateral promise to sell). Understanding which of the two you signed is the first step, because your remedies depend on it.
A. Compromis and promesse: two instruments, one binding logic
The compromis de vente is the most common instrument. Both parties consent immediately to the sale: the seller agrees to sell and the buyer agrees to buy, with the final deed to follow within, typically, two to four months. Its legal force is stated bluntly in the Civil Code. Article 1589 of the Civil Code provides: « La promesse de vente vaut vente, lorsqu’il y a consentement réciproque des deux parties sur la chose et sur le prix. » In plain English: a mutual promise to sell counts as a sale as soon as both sides agree on the property and the price. The sale is therefore already formed at the compromis stage; the later acte authentique mainly serves to make the transfer enforceable against third parties and to complete the publicity formalities. A seller who refuses to attend completion is not cancelling an option — he is refusing to perform a sale that already exists.
The promesse unilatérale de vente works differently but protects the buyer just as strongly. Only the seller is bound at the outset: he grants the buyer an option to purchase within an agreed period, usually in exchange for an indemnité d’immobilisation (lock-in payment for the exclusivity period, commonly 5 to 10 percent of the price). If the buyer lifts the option in time, the sale is formed. And since the 2016 contract reform, the seller cannot sabotage this mechanism by withdrawing mid-way. Article 1124 of the Civil Code states: « La révocation de la promesse pendant le temps laissé au bénéficiaire pour opter n’empêche pas la formation du contrat promis. » In other words, even if the seller declares that he takes back his promise while the option period is still running, the contract is still formed once the buyer exercises the option.
The Cour de cassation applied exactly this rule in a decision every foreign buyer should know. In that case, several co-owning sellers had granted a unilateral promise to sell a house for 720,000 euros, extended to 30 June 2018, and the notaire had convened everyone to sign the final deed. The building could not be vacated in time, the signing was postponed, and on the new date seven of the sellers simply failed to appear. The buyer sued for vente forcée (court-ordered forced sale). The court of appeal rejected the claim, reasoning under the old law that the sellers’ renunciation before the option was lifted had rendered the promise void. The supreme court quashed that reasoning: because the promise had been concluded after 1 October 2016, the new Article 1124 of the Civil Code applied, and a seller’s withdrawal during the option period cannot prevent the sale from being formed (Cass. 3e civ., 11 Sept. 2025, No. 24-13.774). For a buyer sitting in London, New York or Dubai, the message is clear: a seller’s change of heart, even clearly expressed, does not unwind your option. Exercise it in writing, within the period, and through the notaire, and the sale stands.
Practical consequences follow immediately. First, check which instrument you signed and have the option deadline calendared with proof of exercise: a registered letter or a formal notification through the notaire before expiry. Second, never accept a verbal statement from the seller or the estate agent that “the sale is off” as legally effective — it is not. Third, keep paying attention to the conditions suspensives (conditions precedent, typically obtaining a mortgage): your rights survive only if you perform your own obligations, notably filing genuine loan applications within the contractual deadlines. Our team handling French property disputes in Paris describes these checks in more detail on our page for real estate law attorneys in Paris.
B. The price and the terms are frozen at signing
A second line of defence for buyers is that the agreed terms cannot be reopened afterwards. Sellers who get cold feet sometimes argue that the price has become unfair — that the market has risen, or that the agreed figure was too low — and use that argument to justify their refusal to complete. The Cour de cassation has shut that door for unilateral promises. In a published decision, it held that the question whether the price is derisory must be assessed at the date of the promise, not at the date the buyer lifts the option, because the unilateral promise is a preliminary contract that already contains the seller’s consent and the essential terms of the final contract (Cass. 3e civ., 21 Nov. 2024, No. 21-12.661). The court expressly distinguished this assessment from the action for rescission for lesion, which follows its own regime. In practical terms, a seller cannot sign in January, watch prices climb, and claim in June that the price is no longer serious.
The same lock-in logic applies to the compromis de vente, where the sale is already formed. The seller cannot demand a higher price as the ransom for attending completion, and any additional sum extracted under threat of non-attendance is vulnerable to challenge. For foreign buyers, this stability cuts both ways and calls for discipline at the negotiation stage: the euro price you agree is the price you will pay, whatever happens to exchange rates between the compromis and the acte authentique. Currency movements are your risk, not a ground to renegotiate, so budget a margin or lock in the rate early. Likewise, verify before signing that the description of the property, its outbuildings, parking spaces, cellars and any servitudes are exactly stated: what is frozen includes the physical scope of the sale, and correcting an omission later requires the seller’s cooperation — precisely what you may no longer have.
One asymmetry deserves emphasis because it surprises many foreign buyers: the buyer, if a non-professional acquiring residential property, enjoys a ten-day cooling-off right that the seller does not have. Article L271-1 of the Construction and Housing Code provides that the non-professional buyer may withdraw within ten days from the day after first presentation of the registered letter notifying the deed. This délai de rétractation (statutory withdrawal period) is strictly personal to the buyer; there is no mirror right for the seller to retract. Note its boundaries: it runs for ten days, it must be exercised in the same formal manner (registered letter with acknowledgment of receipt), and once used, the withdrawal is final. French courts have held that a buyer who validly retracts cannot then retract the retraction — the contract is annulled and can only be reborn through a new agreement, as illustrated by a much-commented case in which a buyer who discovered termites withdrew in time, then tried to revive the purchase, failed to attend completion, and was found to owe nothing further under the annulled contract. The lesson for foreign buyers is operational: diary the ten days from the date the notaire or agent hands you the notified deed, and send any withdrawal by tracked registered post. And the lesson for sellers is that their signature binds them from day one, with no equivalent exit.
II. Forcing the sale or recovering your money when the seller walks away
Once it is established that the seller is bound, the question becomes tactical: do you still want this specific property, or do you want your money back with compensation? French law offers both, and the two can be combined in sequence —forced performance first, damages as a fallback. The choice depends on how much the property matters to you, how long you can wait, and where your funds currently sit. A buyer who financed the purchase with a mortgage approval expiring in weeks faces different constraints from a cash buyer with no deadline, and your lawyer should calibrate the strategy accordingly.
A. Forcing the sale through the courts
The flagship remedy is the action in exécution forcée (specific performance), known in this context as an action in vente forcée. Its foundation is straightforward: the creditor of an obligation may pursue performance in kind after serving a formal demand. Article 1221 of the Civil Code provides: « Le créancier d’une obligation peut, après mise en demeure, en poursuivre l’exécution en nature sauf si cette exécution est impossible ou s’il existe une disproportion manifeste entre son coût pour le débiteur de bonne foi et son intérêt pour le créancier. » In English: after a formal notice to perform, the buyer can demand the thing itself — the transfer of the property — unless performance is impossible or its cost to a good-faith seller would be manifestly disproportionate to the buyer’s interest. A seller’s mere unwillingness is neither impossibility nor disproportion, so courts routinely grant the forced sale and, if necessary, the judgment itself takes the place of the missing consent.
The procedure follows a clear sequence. First, the mise en demeure (formal notice to perform): a letter from your lawyer, ideally via the notaire, summoning the seller to attend completion on a specified date and warning of legal action. This step is not a formality — Article 1221 of the Civil Code makes the prior formal notice a condition of forced performance, and it also starts the clock for damages. Second, if the seller persists, your lawyer files an assignation (writ of summons) before the tribunal judiciaire (general civil court) of the place where the property is located, seeking an order that the seller sign the deed within a set time, failing which the judgment will stand for the deed, plus a daily penalty payment (astreinte) per day of delay to concentrate minds. The 2025 vente forcée ruling described above (Cass. 3e civ., 11 Sept. 2025, No. 24-13.774) shows this action succeeding all the way to the supreme court even where most of the sellers boycotted the signing appointment. Third, alongside the forced sale, always claim damages in the alternative: wasted survey and travel costs, lost mortgage arrangement fees, temporary accommodation, and the documented difference if you must buy an equivalent property at a higher price.
Foreign buyers face three practical traps at this stage, all manageable with preparation. The first is presence: you do not need to fly in for every step. A procuration (power of attorney) executed before the notaire — or, if you are abroad, before a local notary with apostille where required — allows your representative to sign and to receive documents. Arrange it early, because some foreign formalities take weeks. The second is the money: the balance of the price must be available and transferable to the notaire’s escrow account on short notice, since the court will not order a sale in favour of a buyer who cannot pay; keep the funds in an account from which large euro transfers clear quickly, and confirm transfer times with your bank in advance. The third is time: a contested action takes many months, sometimes over a year, and an appeal does not automatically suspend the forced sale. If your mortgage offer has an expiry date, ask the lender in writing for an extension as soon as the dispute arises, and keep every refusal or expiry notice as evidence of loss. Buyers based in Paris and the Île-de-France region litigate before the Paris tribunal judiciaire for property in its jurisdiction, where specialised chambers handle these disputes routinely; elsewhere, the court of the property’s location applies. Our Paris-based team assists foreign buyers with each of these steps, as presented on our page for real estate law attorneys in Paris.
B. Money remedies and getting the deposit back
If you prefer — or need — to walk away with compensation rather than the property, French law provides a layered set of money remedies. Which one applies depends on what your contract says and what sums were paid, so the starting point is always a careful reading of the deposit and penalty clauses.
Under a promesse unilatérale de vente, the standard payment is the indemnité d’immobilisation: the price of the exclusivity the seller grants you while you decide. A January 2025 ruling gives this payment real teeth for buyers. The buyers had signed a notarised unilateral promise with an immobilisation indemnity and then failed to complete; the sellers kept the sum, and the buyers asked the court to reduce it. The Cour de cassation refused: the indemnity, which compensates exclusivity rather than punishing non-performance, is not a penalty clause and cannot be reduced by the judge (Cass. 3e civ., 16 Jan. 2025, No. 23-23.378). The same decision confirms two companion points: a contractual term making the indemnity definitively acquired by the seller where the buyer never pays the promised security deposit is enforceable, and a withdrawal invoked after the contractual deadline is ineffective. Mirror the reasoning for the seller-default scenario: where the seller’s refusal prevents completion, the buyer can demand restitution of the indemnity paid plus damages, and the seller cannot hide behind judicial reduction — that protection runs one way here.
Under a compromis de vente, the deposit usually takes a different legal form: either arrhes (earnest money with a right to withdraw) or acompte (down payment with no such right), often held by the notaire as séquestre (escrow). If the contract says arrhes, Article 1590 of the Civil Code applies: « Si la promesse de vendre a été faite avec des arrhes chacun des contractants est maître de s’en départir, Celui qui les a données, en les perdant, Et celui qui les a reçues, en restituant le double. » In English: with earnest money, either side may withdraw — the party who paid forfeits the sum, and the party who received it returns double. Paradoxically, this mutual exit right helps the buyer when the seller defaults: if the seller received arrhes and walks away, he owes double. Most professionally drafted compromis instruments, however, stipulate an acompte plus a clause pénale (penalty clause, typically 10 percent): the defaulting party owes the fixed sum. Here the regime is the opposite of the immobilisation indemnity. Article 1231-5 of the Civil Code provides that the judge may, even on his own motion, reduce or increase the agreed penalty where it is manifestly excessive or derisory. So a 10 percent penalty is generally upheld, but an extravagant one can be moderated — draft or negotiate the percentage with this judicial power in mind, and never confuse the two instruments when reading your contract.
Two further mechanisms complete the picture. First, the conditions suspensives: if the sale collapses because a genuine condition fails — typically the mortgage refusal, duly evidenced by the required number of bank refusals within the deadline — each side recovers its own: the buyer gets the escrowed deposit back in full, and neither owes the penalty. Conversely, a party who engineers the failure of a condition, for instance by filing no serious loan application, cannot rely on it. Note also that Article 1304-4 of the Civil Code allows a party to waive a condition stipulated exclusively in its own interest while it is still pending — a buyer who finds alternative financing may waive the mortgage condition and hold the seller to completion instead of losing the property. Second, the escrow itself: sums held by the notaire as séquestre can only be released with both parties’ agreement or a court order, which protects the buyer against a seller who demands the deposit back unilaterally. If the seller refuses both completion and the joint release instruction, your lawyer applies to the court for restitution with interest from the formal demand, plus damages. As a flag, not detailed tax advice: a recovered penalty or double arrhes may have tax implications in France and in your country of residence, so report the amounts to your tax adviser rather than treating the compensation as a windfall without further formalities.
Conclusion
A seller’s refusal to attend completion is the beginning of a legal process, not the end of your purchase. If you signed a compromis de vente, the sale is already formed under Article 1589 of the Civil Code; if you hold a promesse unilatérale de vente and lifted the option in time, the seller’s mid-term withdrawal cannot prevent the contract, as the Cour de cassation confirmed on 11 September 2025 (Cass. 3e civ., 11 Sept. 2025, No. 24-13.774). The price is frozen at signing (Cass. 3e civ., 21 Nov. 2024, No. 21-12.661), the buyer alone holds the ten-day withdrawal right (Article L271-1 of the Construction and Housing Code), and the seller’s deposit exposure is real: double restitution for arrhes (Article 1590 of the Civil Code), an unreducible forfeiture logic around the indemnité d’immobilisation (Cass. 3e civ., 16 Jan. 2025, No. 23-23.378), or the contractual penalty subject only to manifest-excess review (Article 1231-5 of the Civil Code). Act quickly and in writing: calendar the option and condition deadlines, serve the mise en demeure through the notaire as Article 1221 of the Civil Code requires, keep your financing alive, and choose early between forcing the sale and recovering the money — French courts will back either path, but they reward the buyer who moves first and documents everything.
Need a quick opinion on your case
Facing a seller who refuses to sign, or unsure which deposit clause your contract contains? Our lawyers offer a telephone consultation within 48 hours to review your preliminary contract and set out your next steps. Telephone consultation: 80 EUR including VAT (TTC). Call +33 6 46 60 58 22 or write via our contact page.