Preliminary sale agreement for a house (compromis de vente)

The signing of a preliminary sale agreement (compromis de vente) is a decisive moment in the purchase of a house. This preparatory contract legally binds both parties and organises the interim period until the final sale before the notary. For the buyer as for the seller, understanding the legal mechanisms, the respective obligations and the conditions precedent is essential to securing this crucial stage. The stage that precedes it, the offer made to the seller, is dealt with in our guide on drafting an offer to purchase real estate.

This guide details the practical and legal aspects of the preliminary sale agreement for a house, from its drafting to its conversion into a notarial deed. It examines the essential clauses, the legal protections and the points of vigilance for avoiding common pitfalls.

The legal foundations of the preliminary sale agreement

Legal nature and effects of the agreement

The compromis de vente is a bilateral promise of sale (promesse synallagmatique de vente), that is, a reciprocal and firm undertaking by both parties. Unlike the unilateral promise of sale, which binds only the promisor, the compromis creates obligations for the seller and the buyer from signature.

The signing of the compromis de vente for a house produces a deferred transfer effect: ownership passes only on signature of the notarial deed, but the parties are irrevocably bound, subject to the conditions precedent provided for. This particularity distinguishes the compromis from the final sale contract, while giving it a comparable binding force.

The transfer of ownership takes place in accordance with Article 1601-2 of the French Civil Code, which provides: "The transfer of ownership takes place by operation of law upon the recording, by notarial deed, of the completion of the building; it takes effect retroactively from the day of the sale". This provision, although it specifically concerns the sale of buildings to be constructed, illustrates the principle of deferred transfer of ownership.

Distinction from other preliminary contracts

The compromis is distinguished from the unilateral promise of sale by its bilateral nature. In a unilateral promise, only the owner undertakes to sell during a fixed period, in return for payment of an immobilisation indemnity. The beneficiary is free to exercise the option or to abandon it without giving a reason.

Conversely, the compromis de vente for a house immediately binds both parties to conclude the final sale, unless a condition precedent is met or a termination clause is invoked. This fundamental difference has important practical consequences for contractual strategy and the remedies available.

Drafting and mandatory content of the agreement

Essential particulars and identification of the property

A compromis de vente for a house must contain several mandatory particulars to be valid. Precise identification of the property is the first requirement: full address, cadastral references, living area and plot area. These elements avoid any ambiguity as to the subject matter of the sale.

The description must state the exact nature of the property (detached house, villa, small suburban house), the number of main rooms, the outbuildings (garage, cellar, convertible attic), and the fittings included in the sale. For recent houses, the building permit references and the date of completion of the works provide essential information.

The full civil status of the parties is among the mandatory particulars: surname, forenames, date and place of birth, domicile, matrimonial property regime for married persons. For legal entities, the company name, registered office, SIRET number and capacity of the representative must appear.

Price and payment terms

The sale price must be determined and expressed in words and in figures. In the event of discrepancy, the amount in words prevails. The compromis specifies the payment terms: amount of the deposit, financing arrangements, allocation of costs between the parties.

The deposit, generally between 5% and 10% of the sale price, is paid on signature of the compromis. These funds are usually deposited with a professional (notary, estate agent) who holds them in an escrow account until the sale is finally completed.

The allocation of costs and taxes must be clearly established. By custom, the buyer bears the transfer duties (registration duties or VAT depending on the case) and the notary's fees, while the seller bears the mandatory technical surveys and, where applicable, the estate agency fees.

Essential conditions precedent

Conditions precedent protect the buyer against certain contingencies. The condition precedent of obtaining a loan is the most common protection. It must specify the amount of credit sought, its maximum term, the maximum acceptable interest rate and the time allowed to obtain it.

Take a buyer who wishes to finance 80% of the purchase price by a bank loan. The condition precedent will state these elements precisely: "This sale is concluded subject to the condition precedent that the buyer obtains a loan of a minimum amount of €240,000, over a maximum term of 25 years, at an effective overall rate not exceeding 2.5%, from a bank of his or her choice".

Other conditions precedent may be relevant depending on the circumstances: obtaining a building permit for extension works, non-exercise of the municipality's pre-emption right, prior sale of the buyer's current home.

Technical surveys and information obligations

Mandatory technical survey file

Every compromis de vente for a house must be accompanied by a complete technical survey file (dossier de diagnostic technique, DDT). This file brings together several mandatory surveys whose validity and content are strictly regulated.

The energy performance certificate (DPE) provides information on the home's energy consumption and its greenhouse gas emissions. Its validity is ten years, except for DPEs carried out between 1 January 2013 and 31 December 2017, which remain valid until 31 December 2024.

The asbestos survey concerns houses for which the building permit was issued before 1 July 1997. Where asbestos is present, the survey specifies the state of conservation of the materials and the management recommendations. Its absence may justify annulment of the sale or a reduction in the price.

Specific surveys according to the age of the property

For houses built before 1949, the lead survey (CREP) looks for the presence of lead paint. This survey, valid for one year in the case of a sale, particularly protects families with young children against the risks of lead poisoning.

The termite survey is required in areas delimited by prefectoral order. It detects the presence of wood-boring insects liable to compromise the soundness of the timber structure. Its validity, limited to six months, requires rigorous planning of the transaction.

The electrical installation survey concerns installations more than fifteen years old. This survey identifies anomalies liable to compromise the safety of the occupants. Although not mandatory for the validity of the sale, its delivery to the buyer engages the seller's liability.

Information on risks and easements

The statement of risks and pollution (ERP) informs on the natural, mining and technological risks and the soil pollution to which the property is exposed. This document, prepared on the basis of prefectoral information, must be less than six months old at the signing of the compromis.

For houses located in certain geographical areas, additional information is required: airport noise zones, polluted-soil information sectors, risk prevention plans. These elements directly influence the value of the property and the insurance conditions.

Cooling-off period and protection of the buyer

Statutory withdrawal mechanism

The law grants the non-professional buyer a withdrawal period of ten days from the day after the first presentation of the registered letter with acknowledgement of receipt notifying the deed. This period is a statutory protection of public policy, which cannot be excluded by a contractual clause.

During this period, the buyer may withdraw from the purchase without having to justify the decision or compensate the seller. The withdrawal must be notified by registered letter with acknowledgement of receipt before the ten-day period expires. No notarial deed may be signed before this period has expired.

The mechanism specifically protects individuals against hasty commitments. It does not apply to professional real estate buyers or to sellers wishing to withdraw. This asymmetry reflects the legislature's intention to protect the party presumed to be the weaker in the contractual relationship.

Practical consequences of the withdrawal period

The deposit paid on signature of the compromis remains blocked during the withdrawal period. If the right of withdrawal is exercised in the legal form and within the legal time limits, these funds are returned to the buyer in full, without deduction or penalty.

The practical organisation of the transaction must take account of this incompressible period. Mortgage applications may be started from signature of the compromis, but no release of funds may take place before the withdrawal period has expired and the commitment has been definitively confirmed.

Conditions precedent and special clauses

Condition precedent of obtaining a loan

The condition precedent of obtaining a loan deserves particularly careful drafting. It must specify not only the amount and term of the credit, but also the acceptable characteristics: maximum interest rate, type of loan (amortising, bullet), security required by the lending institution.

The period for obtaining the loan is generally counted in calendar days from signature of the compromis or from expiry of the withdrawal period. A period of 45 to 60 days corresponds to usual banking practice, but may be adjusted according to the complexity of the financing file.

The clause must provide for the steps required of the buyer: filing applications within the agreed periods, providing complete supporting documents, accepting reasonable bank counter-proposals. These obligations prevent the buyer from escaping his or her commitments through deliberate negligence.

Other common conditions precedent

The condition precedent of prior sale protects the buyer who must sell his or her current home to finance the purchase. This clause must specify the nature of the property to be sold, its minimum acceptable price and the time allowed for completing this prior sale.

For houses requiring major works, a condition precedent of obtaining administrative authorisations may be necessary. A building permit for an extension, a prior declaration for facade renovation works, authorisation to connect to the public utilities are all potential subjects.

The urban pre-emption clause deserves particular attention in certain municipalities. Although the notary generally handles notification to the authority concerned, the compromis may expressly provide for this condition in order to secure the transaction legally.

Termination and penalty clauses

Termination clauses (clauses résolutoires) provide for automatic termination of the compromis on the occurrence of certain events. Discovery of major hidden defects, substantial change in the property's surroundings, change in the buyer's professional situation may justify such clauses.

Penalty clauses (clauses pénales) organise the financial consequences of wrongful non-performance by one of the parties. If the buyer defaults without legitimate cause, the seller generally keeps the deposit as damages. Conversely, the seller's default exposes the seller to payment of an equivalent indemnity.

Signature and administrative formalities

Methods of signing the compromis

The compromis de vente for a house may be signed privately (sous seing privé) or by notarial deed before the notary. The private form, which is less costly, is generally sufficient for this preparatory stage. Nevertheless, notarial involvement provides additional legal certainty and facilitates the usual checks.

Where the parties choose the private form, they must affix their handwritten signatures preceded by the words "Read and approved" written in their own hand. This formality, apparently trivial, conditions the validity of the commitment. Electronic signature, although permitted in principle, is little used in real estate practice.

The delivery of an original copy to each party is a legal obligation. Where intermediaries are involved (estate agents, transaction advisers), these professionals also keep a copy for the purposes of following the transaction.

Registration and publicity

The compromis de vente for a house must be registered with the land registry (service de la publicité foncière) within ten days of its signature. This formality, generally carried out by the notary in charge of the final sale, ensures that the commitment is enforceable against third parties.

Registration gives rise to payment of a fixed fee of €25 and makes it possible to obtain a filing number which will appear on the final notarial deed. This publicity protects the buyer against possible competing sales and enables the seller's creditors to learn of the planned disposal.

In the event of an assignment of the rights resulting from the compromis, Article 1601-4 of the Civil Code provides that "the assignment by the buyer of the rights he holds under a sale of a building to be constructed automatically substitutes the assignee in the buyer's obligations towards the seller". This provision applies by analogy to compromis for the sale of existing houses. The operation of the substitution facility, in particular in favour of an SCI (French property holding company), is detailed in our article on the substitution clause in the compromis.

From signature to the notarial deed

Interim period and obligations of the parties

Between signature of the compromis and the notarial deed, an interim period begins during which the parties must comply with certain obligations. The seller must keep the property in its current state, maintain it normally and refrain from any act liable to reduce its value. The seller may neither mortgage the property nor grant easements without the buyer's agreement.

The buyer must continue to take the necessary steps to satisfy the conditions precedent within the agreed periods. Filing loan applications, putting together the financing file, requesting the necessary insurance are all positive obligations on the buyer. Negligence may justify termination of the compromis at the buyer's fault.

The property legally remains the seller's until the notarial deed is signed. Nevertheless, the buyer acquires a personal right enforceable against third parties by reason of the publication of the compromis. This hybrid situation explains certain customary precautions, in particular as regards insurance of the property.

Satisfaction of the conditions precedent

The satisfaction of the conditions precedent follows a precise formality. Final approval of the mortgage must be notified in writing to the seller, accompanied if necessary by bank supporting documents. This notification amounts to purging the condition precedent and makes the commitment definitively irrevocable.

Some conditions are purged automatically by the passing of time without the feared event occurring. Non-exercise of the urban pre-emption right within the legal period and absence of objection to a building permit are examples of tacit purge.

Failure to satisfy a condition precedent renders the compromis void (caducité). This lapse generally benefits the buyer, who recovers the deposit, unless there is a clause to the contrary or proven fault in carrying out his or her steps.

Preparation of the notarial deed

The notary in charge of the final sale begins his or her checks from the signing of the compromis. Mortgage searches, planning checks, calculation of taxes and duties, and verification of the conformity of the surveys are the main notarial tasks.

The mortgage position of the property receives particular attention. The notary ensures that there is no real estate seizure, checks the state of registered privileges and mortgages, and calculates the sums necessary to pay the registered creditors. These checks condition the delivery of an incontestable title to the property.

Drawing up the draft deed enables the parties to check that its terms conform to the compromis and to anticipate last adjustments. Apportionment of co-ownership charges pro rata temporis, adjustment of property taxes, handing over of keys and technical documents are meticulously organised.

Points of vigilance and pitfalls to avoid

Essential prior checks

Before signing a compromis de vente for a house, several checks are necessary to avoid unpleasant surprises. Checking that the constructions comply with planning authorisations is a critical point. An undeclared extension, an unauthorised change of use, an irregular raising of the building may jeopardise the sale or justify renegotiation of the price.

Careful examination of the co-ownership regulations (règlement de copropriété) and the latest minutes of general meetings provides information on the works voted, the exceptional charges to come and the general atmosphere of the co-ownership. These elements directly influence the future cost of owning the property.

Checking the living area deserves particular attention for houses less than eight years old. In the event of an error greater than 5% relative to the area stated, the buyer may request a proportionate reduction in the price or, if the error exceeds 10%, outright annulment of the sale.

Negotiating the contractual clauses

The allocation of costs and risks is often the subject of hard negotiation. While custom is for the buyer to bear the notary's fees and the transfer duties, certain items remain negotiable: payment of boundary-marking costs, allocation of additional surveys, repair of certain defective fittings.

The immobilisation indemnity in the event of the buyer's default must be neither derisory nor excessive, on pain of requalification as an abusive penalty clause. An indemnity of between 5% and 10% of the sale price generally corresponds to market standards and to the loss actually suffered by the seller.

A precise definition of the items included in the sale avoids later disputes. Built-in furniture, household appliances and outdoor fittings must be the subject of a detailed inventory annexed to the compromis.

Managing the unexpected

Despite the usual precautions, certain unforeseen events may occur between the compromis and the notarial deed. Discovery of hidden defects, changes in financing conditions, an unfavourable change in the parties' personal situation call for appropriate management.

If hidden defects are discovered between the compromis and the final deed, the buyer has several options: a request for a price reduction corresponding to the cost of repairs, a demand for prior works at the seller's expense, or termination of the compromis if the defects are major.

Changes in the banking conditions initially accepted by the buyer may justify invoking the loan condition precedent. A significant increase in the interest rate, a demand for additional security, a reduction in the amount granted are legitimate grounds for calling the commitment into question. On the consequences of a refusal of financing occurring after signature, see our analysis of the compromis de vente signed but loan refused.

Frequently asked questions

Can a compromis de vente for a house be signed without going through a notary?

Signing a compromis de vente for a house privately remains perfectly lawful and common. Nevertheless, involving a notary at this stage provides additional legal certainty: checking the conformity of the clauses, preliminary verification of the parties' civil status, validation of the consistency of the conditions precedent. This preventive approach often avoids complications at the final sale.

What happens if the buyer withdraws after the 10-day period?

After expiry of the statutory withdrawal period, the buyer can no longer withdraw without legitimate reason. The default constitutes a contractual breach that exposes the buyer to payment of damages, generally equivalent to the deposit paid. Only the satisfaction of a condition precedent or the invocation of a termination clause allows an exit without penalty.

Must the technical surveys be redone if the compromis drags on?

The validity of the surveys is assessed on the day the notarial deed is signed. If certain surveys expire during the interim period (in particular the termite survey, valid for six months), they must be renewed at the seller's expense. This time constraint encourages rigorous organisation of the transaction timetable.

Can the compromis de vente be amended before the notarial deed?

Any amendment to the compromis requires the express agreement of both parties, evidenced by a signed addendum. These amendments generally concern the sale price following discovery of hidden defects, the addition of movable items, or the adjustment of time limits in the event of delay in obtaining financing. The addendum must comply with the same formalities as the original compromis.

Can the seller increase the price between the compromis and the final deed?

The sale price set in the compromis de vente for a house is final and enforceable. The seller cannot increase it unilaterally, except with the express agreement of the buyer evidenced by an addendum. This contractual protection is one of the main advantages of the compromis over a simple reservation or a unilateral promise of sale.

What should be done if the bank refuses the loan despite a well-prepared application?

A reasoned and final bank refusal allows the loan condition precedent to be invoked, even if the buyer has taken all the necessary steps. The buyer must notify this refusal to the seller by registered letter, enclosing the bank supporting documents. This situation renders the compromis void without penalty for the buyer, who recovers the deposit in full.

How can I check the validity of the technical surveys provided?

Each survey must be carried out by a certified surveyor, state his or her certification number and comply with the statutory validity periods. Consulting the register of certified surveyors on the website of the Ministry for Ecological Transition makes it possible to verify the professional's qualifications. If there is doubt about the conformity of a survey, the buyer may require a second opinion before final signature.

Conclusion

The compromis de vente for a house is much more than a simple preparatory formality: it legally binds the parties and organises the whole interim period until final signature. Its meticulous drafting, attention to the conditions precedent and compliance with reciprocal obligations determine the success of the real estate transaction.

The statutory protections granted to the individual buyer, in particular the ten-day withdrawal period and the loan conditions precedent, balance the contractual relationship while preserving the legal certainty of the seller. This regulatory architecture promotes smooth transactions when the parties master its mechanisms.

Given the growing complexity of real estate regulation and the financial importance of the stakes, support from qualified professionals is valuable. Before signing any compromis de vente, have the project reviewed by a French lawyer practising in real estate law, who will check the conformity of the clauses and their suitability to your particular situation.