Purchase agreement for a dwelling can be concluded orally, but not always

If a consumer A natural person who does act in the course of a profession or business.
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is the purchaser, a purchase agreement for a dwelling must be concluded in writing. The purchase agreement then contains all the conditions for the sale. If the purchaser acts in a commercial capacity, this is different. In that case, a purchase agreement is already concluded if there is agreement on the essential points of the transaction. These are usually the property and the price, but sometimes also the delivery date or other essential points for the parties. In December, the Amsterdam Court of Appeal passed judgment on the question of when there is agreement. Real estate lawyer Thomas van Vugt explains what was at issue.

Purchaser: there was agreement

In this case, the purchaser and the seller negotiated about the purchase of an apartment. The purchaser said that on 6 October 2015 a purchase agreement had been concluded because the parties had agreed on the property, the purchase price, the delivery date and the resolutive condition. Indeed, that day the purchaser confirmed by email that there was a deal, and what the agreement consisted of.

Seller: we were still negotiating

The seller disagreed. He said that afterwards they were still negotiating with each other about effecting an agreement. In order to form an opinion, the Court of Appeal mainly considered the question of whether the parties were still negotiating or had already reached an agreement.

Court of Appeal: no agreement

The Court of Appeal agreed with the seller. After the email of 6 October 2015, the purchaser started to set additional conditions. She also expressed doubts about the outcome of the structural report. It was indicated that the purchaser still wanted to make agreements on an additional investigation into the foundation and agreements on the outcome of that investigation. Furthermore, the delivery date of late October 2015 was still under discussion. According to the Court of Appeal, the correspondence between the parties indicates a process of negotiation. Despite the agreement on some essential points on 6 October 2015, the purchaser subsequently showed that the state of the foundation and the outcome of the investigation were also essential to her. Because there was no agreement on these points yet, no purchase agreement was concluded.

No purchase agreement because no agreement on all essential points

Moreover, according to the Court of Appeal – with the benefit of hindsight – no moment can be indicated when the parties were mutually and demonstrably committed to the purchase of the apartment. The conclusion of the Court of Appeal was therefore that no purchase agreement had been concluded. There was no agreement on all the essential points of the purchase agreement.