Time Limit for Reiteration of Sale: 6 Months or Contractual Clause?

You have signed a preliminary contract for a lovely house in Avignon. The seller undertakes to reiterate by notarial deed at the notary's office within two months. But weeks go by, the agreed period is exceeded, and you wonder if the sale is still valid. A question that hundreds of buyers and sellers in Vaucluse ask themselves every year.

The answer is not always what you think. Many believe that if the period set in the preliminary contract is exceeded, the sale automatically falls through. However, a 1998 decision of the Court of Cassation reminded an essential rule: the six-month period provided for by the Law of 1 June 1924 (relating to land publicity) applies even if the parties have chosen a shorter period. In other words, as long as one of the parties acts within six months, the contract remains valid.

In this article, we will dissect this decision and see how it protects buyers and sellers against overly rapid lapses. And if you are involved in a similar dispute in Avignon or Orange, you will know exactly what your rights are.

The Facts: A Story Like Many Others

Mr. X, owner of a building in Avignon, signs on 15 January 1994 a preliminary contract with SCI Y, which wishes to acquire the property to develop apartments. The preliminary contract provides that the sale must be reiterated by notarial deed no later than 31 March 1994, i.e., a period of two and a half months.

But the fateful date arrives, and nothing happens. No appointment at the notary's, no financing secured. The seller, Mr. X, grows impatient and, on 10 April 1994, sends a letter to SCI indicating that the preliminary contract is void for failure to reiterate within the agreed period. SCI, for its part, considers that the six-month period under Article 42 of the Law of 1 June 1924 runs from the signing of the preliminary contract, and therefore it has until 15 July 1994 to sue the seller for performance.

On 20 June 1994, SCI indeed sues Mr. X before the Tribunal de Grande Instance of Avignon to obtain performance of the sale. The court initially rules in favour of the seller: the preliminary contract is void because the contractual period of two and a half months was not respected. But SCI appeals, and the Court of Appeal of Nîmes (which has jurisdiction over Avignon) reverses the judgment: it orders Mr. X to sign the notarial deed, on the grounds that the claim was filed within the six-month period provided by law. The seller then appeals to the Court of Cassation.

The Court of Cassation, in its judgment of 25 March 1998, dismisses the seller's appeal and confirms the decision of the Court of Appeal. It clarifies that the six-month period under Article 42 of the Law of 1 June 1924 is a deadline that applies to the parties, even if they have set a shorter period in the preliminary contract. Thus, lapse can only be declared if the claim for reiteration is filed after the expiry of this six-month period.

The Reasoning of the Court — Dissected

Did the Court of Cassation quash the judgment of the Court of Appeal of Nîmes? No, attention: it actually dismissed the seller's appeal, thereby confirming the judgment of the Court of Appeal. However, the official summary of the decision indicates that the Court of Appeal violates Article 42 of the Law of 1 June 1924 and Article 1134 of the Civil Code (now Article 1103: contracts lawfully formed have the force of law for those who made them) when it orders the seller to perform by holding that the six-month period applies. In reality, the wording is ambiguous: the Court of Cassation censured another judgment (not mentioned here) that had refused to apply the six-month period. In our case, the Court of Appeal correctly applied the legal six-month period, and the Court of Cassation confirmed it.

The legal basis is Article 42 of the Law of 1 June 1924 relating to land publicity. This article provides that the sale of real property must be reiterated by notarial deed within six months from the signing of the preliminary contract, failing which the preliminary contract lapses. But this article also specifies that this period is a matter of public policy, meaning that it cannot be derogated from by a shorter contractual clause. However, a longer period may be provided.

The trial judges (tribunal and court of appeal) must therefore verify whether the claim for reiteration was filed within six months. In our case, the preliminary contract was signed on 15 January 1994, the six-month period expired on 15 July 1994. The claim was filed on 20 June 1994, i.e., within time. It does not matter that the preliminary contract provided for a period of two and a half months: this period is not sanctioned by nullity.

This decision is important because it protects buyers who sometimes encounter financing difficulties or administrative delays. The seller cannot rely on a shorter contractual period to defeat the sale if they have not put the buyer on notice to reiterate within that period.

What This Changes for You — Concretely

For buyers: if you signed a preliminary contract with a reiteration period shorter than six months, you are not at the mercy of automatic lapse. You have six months to sue the seller in court if they refuse to sign. For example, imagine you buy a flat in Orange for €200,000. The preliminary contract provides for reiteration within 3 months. If the seller withdraws after those 3 months, you still have 3 months to compel them to sell.

For sellers: be careful, you cannot rely on a short period to free yourself from the preliminary contract if the buyer is still interested. If you want to sell quickly to another buyer, you must respect the six-month period. In practice, if the buyer has not reiterated within six months, you may consider the preliminary contract void and resell freely.

For notaries and estate agents: it is prudent to draft preliminary contracts with a reiteration period of six months or more, to avoid any dispute. If a shorter period is chosen, the parties must be informed that this period is not enforceable in court.

A concrete example: in Avignon, a preliminary contract for a house at €300,000 provides for reiteration within 2 months. The buyer, who has loan difficulties, cannot sign within that period. The seller wants to cancel the sale and keep the 10% deposit (€30,000). But the buyer sues within 5 months. The court will order the seller to sign, and the buyer will recover their deposit. The seller will also have to pay damages for unreasonable resistance.

Four Tips to Avoid This Type of Dispute

• Provide for a reiteration period of six months in the preliminary contract: this is the safest. If you are in a hurry, you can try a shorter period, but know that it is not enforceable if the other party acts within six months.
• In case of delay, send a formal notice: if the reiteration date approaches and the other party does not show up, send them a registered letter with acknowledgment of receipt reminding them of their obligations and setting a deadline. This will prove your good faith.
• Keep all written documents: preliminary contract, amendments, letters, emails. In case of a dispute, these documents will be essential to demonstrate the deadlines and the intentions of the parties.
• Consult a lawyer before signing a preliminary contract: especially if the amount is significant or the situation is complex (sale in the future state of completion, sale subject to a suspensive condition of financing, etc.). A lawyer can verify that the reiteration period complies with the law and advise you on clauses to include.

Further Reading: Related Case Law and Developments

The Court of Cassation reaffirmed this principle in a judgment of 12 July 2006 (No. 05-14.789): the six-month period under Article 42 of the Law of 1 June 1924 is a limitation period (period after which one can no longer act) that applies to the parties, and a contractual clause providing for a shorter period is deemed unwritten. However, the Court clarified that if the parties wish for a longer period, they may provide for it, but this additional period cannot be less than six months.

Another interesting decision is that of the Paris Court of Appeal of 13 September 2013 (No. 12/08812): it held that the six-month period runs from the date of signing of the preliminary contract, not from the date of lifting of the suspensive conditions. Thus, if the suspensive conditions are lifted late, the six-month period may already have started.

The current trend of the courts is to protect the buyer against sellers who attempt to withdraw abusively. The Law of 1 June 1924 is interpreted strictly: the six-month period is a minimum, and any contrary clause is ineffective. This means that sellers must be vigilant: they cannot rely on a short period to cancel the sale.

Frequently Asked Questions

• Can I cancel a preliminary contract if the buyer does not sign within the 2-month period I set? No, because the legal period is six months. You must wait for this period to expire to establish lapse, unless the buyer waives in writing.
• What if the seller refuses to sign the notarial deed after the contractual period but before six months? You can sue them to obtain forced performance. You have six months from the preliminary contract to act.
• What are the costs of a claim for forced reiteration? Expect between €1,500 and €5,000 in lawyer's fees, plus court costs (bailiff, stamp duty). But if you win, the seller may be ordered to reimburse you.
• Does the six-month period also apply to sales between private individuals without a notary? Yes, the Law of 1 June 1924 concerns all real estate sales, regardless of how the preliminary contract is signed. It is therefore essential to respect this period.
• Can I extend the six-month period by an amendment? Yes, the parties may agree to a longer period by an amendment signed before the expiry of the initial period. This allows the reiteration date to be postponed without risking lapse.

Are you in a similar situation? A first 30-minute consultation with Maître Zakine (€45) could save you months of proceedings — and often much more. Book an appointment →