Compromis de vente lawyer in Paris: conditions, escrow and completion.

The compromis de vente, or bilateral promise, binds both the buyer and the seller. Under Article 1589 of the French Civil Code, a promise to sell amounts to a sale where there is reciprocal consent on the thing and the price. A unilateral promise, by contrast, binds only the promisor (the seller), who grants the beneficiary (the buyer) an option for a fixed period. The beneficiary pays an immobilisation indemnity and either exercises the option or not. The compromis gives the seller more security, as it secures a firm commitment from the buyer, subject to conditions. The unilateral promise leaves the buyer more room, as the buyer may walk away at the cost of the indemnity paid. The choice between the two instruments depends on the balance of bargaining power and on the wealth-planning strategy. In practice, the compromis is by far the more common instrument in the Paris region (Île-de-France) for sales between private individuals.

No. The ten-day withdrawal period provided for by Article L. 271-1 of the French Construction and Housing Code is not a clear-day period. It starts to run the day after the first presentation of the registered letter notifying the compromis and expires at midnight on the tenth day. If the last day is a Saturday, a Sunday or a public holiday, it is extended to the next working day. The Court of Cassation, First Civil Chamber, 14 February 2018, No. 17-10.514, published in the Bulletin, made clear that the period runs from the first presentation, regardless of whether the buyer actually collected the letter. Vigilance is therefore required from the moment the notice of presentation is received.

As a rule, a loan refusal triggers the failure of the condition precedent and the lapse of the compromis. The buyer must notify the refusal to the seller and the notary within the contractual period, enclosing the bank's written refusal or refusals. The condition precedent is then deemed to have failed through no fault of the buyer, and the security deposit is returned in full. The loan application must still match the terms of the compromis: amount, term, maximum rate. The Court of Cassation, Third Civil Chamber, 9 November 2023, No. 22-13.900, recalled that a court of appeal cannot find fault on the buyer's part without drawing the legal consequences of the absence of any breach of the contractual terms. If the application is compliant and the bank refuses, the deposit goes back to the buyer.

Yes, in several situations. First, where the buyer exercises the right of withdrawal within the ten-day period of Article L. 271-1 of the French Construction and Housing Code, in which case the deposit is returned within twenty-one days of the withdrawal. Second, where a condition precedent fails through no fault of the buyer, for example a reasoned loan refusal. Third, where the buyer shows that the seller is responsible for the failure of the sale, for example in the case of fraudulent misrepresentation or the omission of decisive documents. If the escrow holder blocks the funds, the buyer may apply to the urgent applications judge or to the judge on the merits for an order releasing the sums. The notary acting as escrow holder cannot keep the deposit indefinitely once the conditions for its return are met. An amicable approach, by formal notice to the seller or the notary, is enough in a significant share of cases.

No, unless the buyer is in wrongful default or the deadline has been expressly extended. The compromis sets a completion date, which constitutes a term. When that term expires and the buyer is not in a position to sign, the seller may send a formal notice to attend at the notary's office. If the buyer does not attend, the seller may, depending on the compromis, abandon the sale and keep the deposit under the penalty clause, or seek specific performance. Mere delay, however, is not enough to release the seller. A prior formal notice is often essential to establish the default and trigger the penalty clause. The Court of Cassation, Third Civil Chamber, 5 March 2020, No. 19-13.386, recalls that the judge cannot reduce the clause of its own motion without inviting the parties to present their observations.

In practice, the compromis sets a penalty clause of 10% of the sale price, which is most often the amount of the security deposit paid to the notary. Article 1231-5 of the Civil Code upholds contractual freedom in fixing the amount. The judge may, even of their own motion, reduce the clause if it is manifestly excessive or increase it if it is derisory, provided the parties are first invited to submit their observations. Any reduction is assessed in light of the creditor's actual loss, the length of time the property was tied up, movements in the property market and the particular circumstances of the case. A penalty clause of 25% of the price may be reduced to 5%. Conversely, a derisory clause of a few thousand euros may be increased if the loss is established. The firm anticipates this power of reduction when the compromis is drafted and uses it as a defensive tool in litigation.

Yes. The notary, as a legal professional, owes an enhanced duty of advice. The notary must inform the parties of the legal consequences of the compromis, check that notifications are regular, send the complete documents to the other party's notary and warn of the risks of the transaction. The notary's liability may be engaged for omitting an essential condition precedent, for an error as to the quality of the property, for wrongful delay in sending the draft deed or for imprecision in the notification of the compromis. The Court of Cassation, First Civil Chamber, 14 February 2018, No. 17-10.514, quashed a decision holding a notary liable over a notification of the compromis that the buyer had not collected. A claim for liability is subject to a five-year limitation period running from knowledge of the damage. Proof rests on the notary's deeds and the letters exchanged.

Fraudulent misrepresentation (dol) is a defect of consent defined in Article 1137 of the Civil Code. It consists in one party obtaining the other's consent by deceptive manoeuvres or by the intentional concealment of information that the party knew to be decisive. In property matters, it may take the form of concealing a major defect (damp, structural problems, co-ownership disputes), giving a false description of the property, omitting a pending planning procedure or withholding a planned easement. The buyer has an action for nullity of the compromis within five years of discovering the misrepresentation. The buyer may also claim damages. The burden of proving fraudulent misrepresentation falls on the buyer, who must establish the material element (the manoeuvre) and the intentional element (the seller's knowledge that the information was decisive). The firm builds the chronology of the pre-contractual exchanges to establish the concealment.

Yes, provided it is precise. A condition precedent requiring the prior sale of another property is lawful and common, in particular where the buyer partly finances the purchase with the proceeds of a property the buyer owns. The drafting must be precise enough to avoid the objection that the condition is purely potestative: description of the property to be sold, minimum hoped-for price, time for completion, notification procedure. A condition that is too broad, such as the mere obtaining of an offer from a buyer with no further detail, risks being annulled. The buyer's diligence is assessed by reference to serious steps to put the property on the market: exclusive mandate, market-rate price, organised viewings. If the buyer does not genuinely put the property on the market, the condition is deemed fulfilled under Article 1304-3 of the Civil Code, and the sale may be enforced. The compromis must therefore frame the diligence expected of the buyer.

In principle, the estate agent's commission is due only if the sale is actually completed, under the Hoguet Act of 2 January 1970 and Article 6, third paragraph, of that Act. It is paid on signature of the notarial deed and lapses if the compromis does not lead to a sale. However, if the agent shows that the sale failed through the sole fault of the seller or the buyer, the agent may claim damages for the loss suffered in respect of the work done. The drafting of the sales mandate is decisive: it may provide for an indemnity if the mandate is withdrawn early, a guaranteed commission if the seller defaults, or follow-up fees if the buyer wrongfully withdraws. Any clause providing for a commission payable despite the failure of the sale is interpreted strictly. The courts set aside commissions paid where no transaction was actually completed.

The judicial court (tribunal judiciaire) has jurisdiction over disputes concerning a property compromis de vente whatever the amount of the claim. Territorial jurisdiction follows several rules. The court for the place where the property is situated has jurisdiction under Article 44 of the Code of Civil Procedure (Code de procédure civile) for real actions relating to land. For personal actions, such as a claim for return of the security deposit or under the penalty clause, the court for the defendant's domicile has jurisdiction. In Paris, the judicial court sits at the Paris Courthouse in the 17th arrondissement. The procedure is the ordinary one, with mandatory representation by a lawyer as soon as the value of the dispute exceeds €10,000. Hearing dates vary by chamber, but preparing a complete file often allows a decision within 12 to 18 months.

Yes, but with risks. A compromis may be signed without diagnostic reports, provided they are annexed to the notarial deed of sale. In practice, most compromis include the mandatory diagnostic reports from signature: asbestos, lead, electricity, gas, energy performance (DPE), termites where relevant, natural and technological risks statement, and Carrez-law floor-area measurement for co-ownership property. The absence of a diagnostic report may have two consequences. For the seller, it is a breach of the duty to inform and may give rise to a price reduction or damages if the defect the report would have revealed is discovered later. For the buyer, the lack of a report does not release the buyer from the compromis but may justify reopening negotiations or postponing signature of the notarial deed. Diagnostic reports are at the seller's expense, unless the compromis provides otherwise.

The compromis normally includes conditions precedent linked to planning: clearing of the urban pre-emption right, a compliant planning certificate, and the absence of an undisclosed major easement. If the town hall pre-empts the property within the two-month response period, the compromis lapses and the security deposit is returned. If a negative planning certificate is issued, or if a serious easement comes to light only after signature, the buyer may withdraw from the sale on the basis of the condition precedent or seek nullity for fraudulent misrepresentation if the seller concealed the position. Where there is no express condition precedent, the buyer bears the planning risk, unless the buyer can prove fraudulent misrepresentation or fraudulent non-disclosure by the seller. The compromis must therefore list precisely the planning conditions essential to the transaction and their effect on the sale.

Yes. The buyer has an action for specific performance of the compromis before the judicial court for the place where the property is situated. As the sale is complete as soon as the parties agree on the thing and the price, the seller cannot oppose completion without a serious reason. Where a judgment is given, it stands as a notarial deed of sale and may be registered at the land registry (service de la publicité foncière). The Court of Cassation, Third Civil Chamber, 1 October 2020, No. 19-17.549, published in the Bulletin, nevertheless recalled that mere registration of the writ seeking completion does not transfer ownership. Protection against third parties remains subject to registration of the notarial deed or of the judgment. The action is therefore useful where the buyer has a strong interest in the property as an asset. Where the buyer prefers to recover the deposit and look for another property, an action for termination with damages is preferable.

The time between signature of the compromis and completion by notarial deed is generally two to three months, sometimes four months for complex transactions. This period is explained by the steps that cannot be skipped: the ten-day withdrawal period, the buyer's loan application, bank processing of four to six weeks, clearing of the urban pre-emption right within two months, obtaining the mortgage status report and the planning certificate, assembling the dated co-ownership statement, and the notary's preparation of the draft deed. The compromis sets a long-stop date, often with a short tacit extension clause if all the steps are not complete. Passing that date is not in itself a fault, but it may justify a formal notice from the diligent party and, if the other party fails to attend, application of the penalty clause or specific performance. The firm calibrates these deadlines when reviewing the compromis, to avoid disputes arising from an unrealistic timetable.