Business Contracts

The contract of sale is based on the principle of mutual consent (consensualisme), which derives from Article 1583 of the Civil Code, according to which the mere agreement on the thing and the price renders the sale complete . Agreement implies a meeting of the minds, and therefore an exchange of consent. The Civil Code does not expressly define the notion of consent required for a contract of sale. However, in principle, as in ordinary civil law, it results from the meeting of an offer and an acceptance, which are themselves subject to conditions. The moment at which the offer and acceptance meet is of key importance in determining the formation and effects of the sale. In effect, while in principle the meeting of offer and acceptance entails the instantaneous formation of the sale, the latter may be subject to conditions that delay its completion.

See, most recently, Cass. 3e civ., 25 May 2022, LawLex202300007537JBJ, which reiterates the principle that the sale is considered to be complete between the parties, and that ownership vests in the buyer vis-à-vis the seller, as soon as the thing and the price have been agreed, even though the thing has not yet been delivered or the price paid.

109. Consent to the sale