Business Contracts

While the Civil Code originally referred to bilateral promises to sell in Article 1589, paragraph 1 , none of its provisions were concerned with unilateral promises to sell. In 2016, the reform of contract law filled this gap by introducing Article 1124, specifically addressing unilateral promises to sell. 

While the new text adopts a definition of the unilateral promise of sale in line with case law, it introduces a regime for the “revocation” of the promise, before the option is exercised, which is radically opposed to the solution, based on judicial precedent, that previously prevailed.

Art. 1589 Civil Code: "A promise to sell is deemed to be a sale when both parties have given their mutual consent to the thing and the price.

If this promise applies to land already subdivided or to be subdivided, its acceptance and the resulting agreement will be established by the payment of a deposit on the price, whatever name is given to this deposit, and by the taking of possession of the land.

The date of the agreement, even if finalized at a later date, will be the date of payment of the initial deposit".

67. Unilateral promise to sell