Substitution of the Buyer in a Disposition of a Co-owned Property

1. Essence of the Substitution of the Buyer

The substitution of the buyer in a transaction involving an ideal share of a co-owned property is a consequence of the exercise of the right of pre-emption under Article 33 of the Bulgarian Property Act (PA).
This right enables a co-owner to step into the place of the third-party buyer when the sale has been made without the seller fulfilling their obligation to first offer their share to the other co-owners.

Thus, the co-owner replaces the buyer in the concluded contract, under the same terms as those agreed in the sale — including price, payment method, and other contractual clauses.

2. Legal Framework

The substitution of the buyer is not an independent legal institution, but rather a consequence of an upheld claim under Article 33 of the Property Act.
When the court recognizes the claim for pre-emption as justified, it orders the co-owner to step into the place of the buyer — an act that has a constitutive legal effect and results in a change of the person who is party to the existing contract.

In this sense, the court’s decision replaces the will of the buyer, not the contract as a legal fact. The transaction is neither annulled nor replaced by a new one — instead, a substitution (replacement) occurs in the identity of the acquirer.

3. Conditions for Substitution

For the substitution of the buyer to take effect, the following cumulative prerequisites must be met:

• The property must be in co-ownership;

• A sale of an ideal (undivided) share must have been completed to a third party;

• The sale must have been carried out without an offer to the other co-owners;

• The affected co-owner must have filed a claim for pre-emption within two months from the sale;

• The claim must have been upheld by a final court decision.

4. Consequences of the Substitution

After the court decision is rendered, the buyer is deemed replaced by law by the co-owner who exercised their right of pre-emption.
The new acquirer (the co-owner) pays the same price agreed between the seller and the original buyer and assumes the same rights and obligations under the contract.

The court’s decision has constitutive and transfer effect, similar to that of a notarial deed. It serves as the legal basis for registration in the Property Register, thereby formalizing the change of ownership.

5. Practical Significance

The legal concept of substitution of the buyer protects the internal balance of co-ownership and ensures that no external party acquires rights in the common property without the knowledge and consent of the other co-owners.
It serves as a legal safeguard against abuse of rights and as a means of maintaining stability in property relations among co-owners.

In conclusion, the substitution of the buyer is a specific legal consequence arising from the protective function of Article 33 of the Property Act.
It establishes a balance between the co-owner’s freedom of disposal and the other co-owners’ interest in preserving the ownership structure.

If you are a co-owner of a property and believe that your rights have been violated by the sale of a share without your knowledge, seek assistance from a competent property lawyer.
This article does not constitute legal advice or opinion from attorney Mihail Tomov and is for informational purposes only.
For specific legal protection, an individual legal consultation with an attorney is required.