11. Buying Property in France: Completion Formalities
- Transfer of Funds
- Completion Date
- Condition of Property
- Deed of Sale
- Certificate of Purchase
11.2. Completion Date
The sale contract will always contain a clause stipulating a date by which completion should take place, when the deed of sale will be signed.
Some sellers and buyers assume from this clause that should the contract not be signed by this date, then the contract falls. This is not necessarily the case.
Only where the contract stated a final date for signature failing which it expired (une date limite à caractère extinctif), would this situation arise. Most contracts do not contain clauses that have this degree of finality in them.
If the date did pass without signature of the deed of sale, then depending on the circumstances, the aggreived party could claim damages, or possibly seek enforcement of the contract in a court of law.
We can distinguish four different circumstances.
I. Delays in Search Enquiries - The date for signing the deed of sale may well be exceeded simply by delays incurred by the notaire in completing the local property search. Sometimes, it may also arise because the notaire has not acted with the alacrity that they should have done in carrying out these search enquiries!
In these circumstances, if all other conditional clauses in the contract have been fulfilled, then the notaire will simply set a new date for signing of the deed of sale, when completion can take place.
II. Conditional Clauses - Sometimes they arise from delay on the part of the buyer in obtaining a mortgage, or a failure on the part of either the seller or buyer to fulfil one of the conditional clauses in the contract.
In these circumstances, the contract is likely to state that, if the condition is not met by the due date, then the seller or buyer has the right to withdraw from the contract.
More often that not, particularly in the case of mortgage delays, the buyer and seller agree to an extension of the period for fulfilment of the conditional clause.
Nevertheless, you cannot rely on the goodwill of the seller (particularly if there is another buyer in the wings) so the date should be taken seriously.
III. Inability to Sign - Where the completion date is missed, or cannot be met by one of the parties because of illness or other unforeseen circumstances, this would not ordinarily invalidate the contract. A new date can be arranged for signature of the deed of sale.
Only where the contract gave a final date for signing the contract, failing which either party could walk away from it, would the possibility arise that the contract would cease to be valid.
IV. Unwillingness to Sign - If signing of the contract does not take place on the due date because of the unwillingness of one of the parties to sign the deed of sale, this does not be itself make the contract null and void. It merely grants the injured party the right to bring an action in the courts for the other party to meet their contractual obligations.
Thus, if the seller refuses to sign the deed of sale, you need to visit the notaires office, in order that formalities can be started to secure contract compliance, which may ultimately result in you having to take legal action.
A court can order that, all contract conditions having been fulfilled, and there being no other mitigating factors, the sale is confirmed. Sometimes, where there are mitigating circumstances, a court can rule that compensation should be paid, rather than specific performance of the contract.
The important point about all of this is that sale of the property takes place at the time you sign the sale contract, not at the time you sign the deed of sale.
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