What is the difference between a bilateral sale agreement and a unilateral promise to sell?
The bilateral sale agreement (synallagmatic promise) mutually binds seller and buyer: it amounts to a sale as soon as there is agreement on the item and the price. The unilateral promise to sell binds only the seller, who reserves the property for the buyer; the latter holds an option and pays an immobilization indemnity (often 10%).
The bilateral sale agreement
The bilateral agreement, or synallagmatic promise of sale, binds both parties: the seller undertakes to sell and the buyer to buy. As soon as there is agreement on the item and the price, the sale is in principle formed (Article 1589 of the French Civil Code), subject to conditions precedent.
If the buyer withdraws outside the withdrawal period and without a condition precedent being triggered, the seller can demand performance of the sale or keep the security deposit as damages.
The unilateral promise to sell
In the unilateral promise, only the seller commits: they reserve the property for the buyer (the beneficiary) for a fixed period. The buyer holds an option that they are free to exercise or not.
In return for this immobilization, the buyer pays an immobilization indemnity, often of the order of 10% of the price, which the seller keeps if the buyer does not exercise the option (barring the triggering of a condition precedent). The promise must be registered within 10 days when signed as a private agreement.
Common features
- Both contain the conditions precedent (obtaining the loan, absence of easement, pre-emption right not exercised).
- In both cases, the non-professional buyer benefits from the 10-day withdrawal period.
- Both prepare the signing of the authenticated deed at the notary's office.
Frequently asked questions
Does the bilateral agreement amount to a sale?
Yes, in principle: the bilateral agreement amounts to a sale as soon as there is agreement on the item and the price (Article 1589 of the French Civil Code), subject to the fulfilment of the conditions precedent and the withdrawal period.
What is the immobilization indemnity?
It is the sum paid by the buyer in a unilateral promise, in return for reserving the property. Often 10% of the price, it stays with the seller if the buyer does not exercise the option (unless a condition precedent is not fulfilled).
Which one to choose?
The bilateral sale agreement, more common, secures both seller and buyer by mutually binding them. The unilateral promise gives the buyer more freedom, in exchange for an immobilization indemnity.
Read next
- Article 1589 du Code civil (Legifrance)
- Service-Public.fr : compromis et promesse de vente
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