Business Contracts

Article 1117 of the Civil Code lists the grounds on which an offer may lapse. According to paragraph 1, an offer lapses on expiry of the time-limit set by the offeror or, failing this, on expiry of a reasonable time-limit. Thus, according to the Court of Cassation, an offer which does not include a specific deadline lapses if it is not accepted within a reasonable time . This is the case when a ye …

Lapse

Article 1117 of the Civil Code lists the grounds on which an offer may lapse. According to paragraph 1, an offer lapses on expiry of the time-limit set by the offeror or, failing this, on expiry of a reasonable time-limit. Thus, according to the Court of Cassation, an offer which does not include a specific deadline lapses if it is not accepted within a reasonable time . This is the case when a year has elapsed between the offer and acceptance by the addressee, even though the applicant wished to implement his sales project within a short period of time, if necessary by seeking other buyers . The offer may also lapse if the offeree refuses to accept it before the time-limit has expired .

The question of the effects of the offeror's death on the lapse of the offer raised some difficulties before the reform introduced by Ordinance No 2016-130. The Court of Cassation first ruled that an offer to sell, which has not been retracted by the offeror, cannot be considered null and void, or unenforceable against his or her heirs, by the mere fact of his or her death . It then ruled, with regard to the notification of a sale subject to a suspensive condition to the holder of a right of pre-emption, that this notification constitutes an offer to sell which lapses following the death of the owner of the property in question , and finally specified that an offer to sell which includes a specific date cannot lapse as a result of the death of one of the offerors prior to this date . Finally, it recognized, quite rationally, that an offer without a time limit could lapse following the death of the offeror .

Article 1117, paragraph 2, of the Civil Code now stipulates that an offer lapses in the event of the incapacity or death of its initiator, regardless of whether or not a time-limit for acceptance is specified. If the sale is not complete when the offer and acceptance meet, it cannot be transferred to the heirs.

In the event of the death of the offeror, Law No 2018-287 of 20 April 2018 added the death of the offeree to Article 1117 as a cause of lapse.

Cass. com. 27 April 2011, LawLex202200002387JBJ.

Cass. 3e civ, 20 May 1992, LawLex202200000612JBJ.

Cass. 3e civ, 9 December 1987, LawLex202300009450JBJ, which classifies the counter-proposal of the addressees of the offer as a refusal of the offer under the proposed conditions.

Cass. 3e civ, 9 November 1983, LawLex202300003334JBJ.

Cass. 3e civ, 10 May 1989, LawLex202200002388JBJ.

Cass. 3e civ, 10 December 1997, LawLex202300002489JBJ.

Cass. 1re civ. 25 June 2014, LawLex202200003070JBJ.

Business Contracts

113. Lapse

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

113. Lapse

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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