Withdrawal from a Promise to Sell and Enforcement of the Penalty Clause
A synallagmatic promise of sale for a parcel of land is entered into subject to various conditions precedent, including the condition that the seller obtain the release of encumbrances on the property.
Since the requested documents were not provided, the buyers ultimately notified the seller of their intention to withdraw from the purchase. Two days later, via email, the notary handling the sale requested the seller’s written consent to cancel the preliminary sales agreement following the buyers’ withdrawal from the transaction. The seller then refused to pay the sum of €18,000 under the penalty clause… “Wrongly so,” ruled the Court of Cassation.
The senior judges point out that an email from a notary mentioning the cancellation of a synallagmatic preliminary sales agreement cannot be interpreted as a formal cancellation of the agreement between the parties. Consequently, the penalty clause provided for in the contract remains applicable and cannot be rendered ineffective.
