In preliminary real estate sale agreements, it often happens that the parties regulate the price, the property being sold, and the payment terms, while failing to set a specific date for the execution of the final deed.
But what happens in these cases? Does the absence of a deadline mean that the notarial deed can be postponed indefinitely?
The answer comes from recent Italian Supreme Court order no. 8978/2026, which clarifies a principle of major practical importance.
The Supreme Court reaffirmed that a preliminary agreement creates binding obligations just like any other contract. Therefore, even when the parties have not established — either contractually or judicially — a deadline for the execution of the final deed, Article 1183 of the Italian Civil Code applies: the obligation must be performed immediately according to the well-known principle quod sine die debetur statim debetur (“what is owed without a term is immediately due”).
In the case examined by the Court, the prospective buyer, although already in possession of the property and having paid only part of the purchase price, had remained inactive for years without completing the payment or proceeding with the final deed. Particularly relevant was the buyer’s failure to respond to the seller’s invitation to appoint a notary and finalize the transaction within a reasonable period of time.
According to the Supreme Court, such prolonged inactivity constitutes a serious breach of contract, justifying the termination of the preliminary agreement.
The Principle to Remember
Failing to indicate a date for the final deed does not suspend the contractual relationship nor allow indefinite postponements: anyone undertaking the obligation to execute the final agreement must act within a reasonable time and cooperate in completing the transaction.
Otherwise, the other party may seek termination of the contract and restitution of any performances already carried out.
Practical Considerations
To avoid disputes, when drafting a preliminary agreement it is always advisable to:
- provide an explicit deadline for the execution of the final deed;
- clearly regulate payment methods and deadlines;
- specify the consequences of any delay or breach of contract.
A properly drafted agreement prevents uncertainty and significantly reduces the risk of future litigation.
For further information regarding your specific case or to request legal advice, please contact the Law Firm.
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