Action to Have a Preliminary Contract Declared Final

An action under Article 19(3) of the Obligations and Contracts Act seeks a court declaration that a preliminary contract is final. The legislature expressly requires the preliminary contract to contain provisions on the essential terms of the final contract.

Either party to a preliminary contract may bring an action for conclusion of the final contract. The claim should be granted where the preliminary contract is valid and the claimant has performed their obligations. To be valid, the preliminary contract must meet Article 19(1) and (2) of the Act. All statutory requirements for concluding the final contract for sale of immovable property in the prescribed notarial form must therefore be met. A fundamental requirement is to establish in the proper manner that the seller owns the property, in accordance with Article 363 of the Code of Civil Procedure.

A judgment granting a claim under Article 19(3) of the Obligations and Contracts Act produces the effects of the final contract. The court may not substitute its own terms for the parties’ intentions expressed in their agreement. Under Article 20a(2) of the Act, a contract may be amended only by mutual agreement or on grounds provided by law.

An action to have a preliminary contract declared final under Article 19(3) is constitutive in legal nature. Its particular features require the claim and its evidential basis to be prepared by a qualified legal professional.

If you need advice about a preliminary contract or the Obligations and Contracts Act, consult a qualified lawyer who works in property law and the law of obligations.