Business Contracts

As long as the offer has not been accepted, the sale has not been formed and the offeror is not contractually bound. According to the Court of Cassation, the offer to sell constitutes, until its acceptance, a simple “pollicitation”, i.e an offer of a promise, which can be retracted unilaterally .
Prior to Ordinance No 2016-131, the Court of Cassation held that if the offer was made without any tim …

Withdrawal

As long as the offer has not been accepted, the sale has not been formed and the offeror is not contractually bound. According to the Court of Cassation, the offer to sell constitutes, until its acceptance, a simple “pollicitation”, i.e an offer of a promise, which can be retracted unilaterally .

Prior to Ordinance No 2016-131, the Court of Cassation held that if the offer was made without any time limit, the offeror had to maintain it for a reasonable time . Consequently, because of the reasonable time implied, the offer to sell was deemed to have expired if the potential buyer accepted it after it had been withdrawn . On the other hand, where the offeror had indicated a specific deadline, he/she was bound to respect it .

The Civil Code now regulates the issue of withdrawal and the relevant time-limit. Under the terms of Article 1115, an offer may be freely retracted as long as it has not reached the recipient. Once the offer has been received, it may not be retracted, under Article 1116, before the expiry of the period set by the offeror, or failing this, a reasonable period. All offers which do not specify a specific time-limit necessarily entail a reasonable time-limit . In the absence of a legal definition, the notion of a “reasonable” period is left to the discretion of the trial courts  , who take into account the circumstances, the tacit intention of the offeror and the nature of the contract .

No particular formalities are imposed on the offeror to withdraw the offer. It is therefore not necessary for the offer to be notified by means of a formal notification to the addressee .

Article 1116, paragraph 2, of the Civil Code stipulates that any breach of the prohibition on withdrawing an offer before the expiry of the time-limit set by the offeror, or failing this, after the expiry of a reasonable time-limit, precludes the conclusion of the agreement. While the offeror cannot be compelled to conclude the sale in question, any such breach engages his or her non-contractual liability, without requiring compensation for the loss of benefits expected from the contract (Art. 1116, para. 3) .

Cass. 3e civ, 17 September 2014, LawLex202100006388JBJ.

Cass. 3e civ. 25 May 2005, LawLex202200003069JBJ.

Cass. com. 6 February 1973, LawLex202200001971JBJ.

Cass. 3e civ, 7 May 2008, LawLex202100003229JBJ.

Cass. 3e civ, 20 May 2009, LawLex202300002951JBJ.

Cass. com, 27 April 2011, LawLex202200002387JBJ.

Cass. 3e civ., 20 May 1992, LawLex20220000000612JBJ, for a case where the seller wished to sell within a short time, the reasonable time-limit in these cases not being one year; Cass. 3e civ., 24 January 2012, LawLex202200002386JBJ, for a period of four months.

Cass. 3e civ. 5 May 1976, LawLex202300003459JBJ.

CA Versailles, 12 May 2006, LawLex202300009497JBJ, which held that since the offer had been expressly accepted without reservation, the offeror could no longer retract it without incurring liability for failure to comply with his contractual commitment.

Business Contracts

112. Withdrawal

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

112. Withdrawal

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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