Contracts promise to purchase: Supreme Court Decision

Contrato de promesa de compraventa













The Supreme Court has ruled on the contracts promise to sell the Property in Case 5 June 2014.

The The promise of the purchase contract venta requires the parties to enter into a contract in the future on a fixed basis.

Its regulation is established in Article 1451 Civil Code establishing:


Article 1451

Her promise to sell to buy, conformity having the thing and the price, will entitle the contractors to claim each other contractual obligations.

Whenever the promise of buying and selling can not be met, He governed for seller and buyer, as appropriate, provisions on obligations and contracts in this Book.


The Civil Code, requires that which identifies the and that establish a certain price. Usually this type of contract is made when the object of future sales is construction, or proceeding pending in any urban, or the necessary funding.

You can download a sample contract promise to sell here.

In the case of the Supreme Court Decision, a company called "Jubing SA", Signs reciprocal contract promise to sell with a promoter named "Urbem SA" in November 2004. The developer agreed to perform at their expense 117 parking spaces on land owned by "Jubing".

This company, paid 300.000 euros to the developer and this was to deliver, complete and unencumbered, the first basement floor for parking.

After the deadline for the promise, it is disregarded by the developer and "Jubing" files lawsuit before the Court of First Instance.

The developer answers and formulates counterclaim requesting that the court declare the nullity of the promise of sale, the alternative I declare resolved for having become the object of unenforceable.

The Court of First Instance nº 20 Valencia sentencing date 1 March 2011 in which the demand for "Jubing" rejecting and absolve "Urbem". The counterclaim "Urbem" It is estimated, declaring the termination for extraordinary difficulty comparable to the supervening impossibility for compliance.

The business "Jubing" resort to the Provincial Court Valencia in Case 20 December 2011 reverses the judgment of the Court of First Instance and forces "Urbem" to fulfill his part of the contract within 34 months.

“Urbem” interpone appeals to the Supreme Court procedural infringements (for extra incongruity petita, libelli mutiatio and lack of motivation), and cassation.

To the Supreme Court, the main question is whether there is an impossibility of compliance or promise of sale contract: If no failure, the contract must be fulfilled. In case of failure, should go to the resolution ex Article 1.124 the C.Civil. (STS 7 February 1994, 9 October 2006).

Also, inability to equate the extraordinary difficulty (STS 5 May 1986).

The contract of pledge, "Urbem" were forced to sell "Jubing" parking spaces on the first floor of the basement, in the case of being awarded the land in question.

The City Council refused planning permission for the site where you had to build the parking.

The impossibility of default and the extraordinary difficulty, Supreme Court cites STS 30 April 2002, that failure equates to the extraordinary difficulty.

The Tribunal, rejects the pleas of procedural infringements.

As for the appeal, is estimated by considering that the contract did not mention the rest of the urban planning (point on which the judgment of the Provincial Court relies).

Namely, is considered that the extraordinary difficulty in fulfilling the obligation of "Urbem" with the decision in accordance with Article 1.124 Civil Code. The judgment of the Court of First Instance confirms, and declares the contract avoided.

The purchase commitment contracts have produced many conflicts, especially considering the economic crisis. For its solution, is necessary to analyze the real possibilities of compliance by the required.

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