Business Contracts

The consent of the promisor and the beneficiary to the unilateral promise of contract does not entail the same rights and obligations. The uniqueness of the unilateral promise to sell, once concluded, lies in the obligation it imposes on the promisor to sell to the beneficiary, whereas the beneficiary is simply given the right to opt (or not) for the conclusion of the planned sales contract.
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Acceptance by the beneficiary of an option right

The consent of the promisor and the beneficiary to the unilateral promise of contract does not entail the same rights and obligations. The uniqueness of the unilateral promise to sell, once concluded, lies in the obligation it imposes on the promisor to sell to the beneficiary, whereas the beneficiary is simply given the right to opt (or not) for the conclusion of the planned sales contract.

According to case law, the unilateral promise of sale only binds the promisor, while the beneficiary remains free to give or withhold his consent to the sale by exercising the option . By accepting the unilateral promesse de vente, the beneficiary is merely consenting to his or her right of option, irrespective of whether or not he or she actually exercises that right. If, at a later stage, he finally decides to exercise this right within the time limit set by the promise, the exercise of the option formalizes his consent to the sales contract . As a result, on the one hand, the unilateral promise of sale classification is incompatible with an agreement between the two parties on the planned agreement, as in the case of a bilateral promise of sale. Thus, a deed in which only one party, the seller, makes a firm and definitive commitment to the prospective buyer, who acknowledges this commitment but does not undertake to enter into the final contract, while having an option that enables him in the future to give or withhold his consent to the sale, is a unilateral promise to sell . On the other hand, the beneficiary's consent is the only element required for a contract of sale to be formed . According to the Court of Cassation, the provisions of Article 1589-2 of the Civil Code  do not require acceptance of a unilateral promise to sell to be in writing . Furthermore, acceptance of a unilateral promise of sale cannot be inferred from the mere exercise by the beneficiary of the option to obtain the deed recording the promise, in order to have written proof of the obligation contracted in his favor .

CA Rennes, 31 January 2023, LawLex202300002154JBJ.

See, in this respect, Cass. 3e civ. 24 February 1976, LawLex202100006118JBJ, considering that the invitation becomes, by its acceptance as such, a unilateral agreement of promise to sell, which becomes a sale if the option is exercised by the beneficiary.

Cass. 1re civ, 1 December 2010, LawLex202100006424JBJ.

See CA Rennes, 31 January 2023, LawLex202300002154JBJ.

Former Article 1840 A of the General Tax Code.

Cass. 3e civ. 24 February 1976, LawLex202100006118JBJ, which accepted that a real estate agent who is the beneficiary of a unilateral promise of sale relating to a building and who advertises it extensively in the press thereby manifests his acceptance of the promise.

Cass. com. 7 June 2019, LawLex202300003853JBJ.

Business Contracts

75. Acceptance by the beneficiary of an option right

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75. Acceptance by the beneficiary of an option right

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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