A reservation agreement or an agreement on a future sale agreement: who is really bound to what

A reservation agreement tends to be the first signature on a property purchase, and each participant imagines something different by it: the interested buyer certainty that no one else will be sold the flat, the seller a serious purchaser, and the estate agency time to prepare the deal and a commission. In law, however, a reservation need not bind any of them to what they expect of it, and the difference emerges only when one party pulls out.

A reservation need not bind the seller

The Regional Court in Trnava considered a reservation agreement which an interested buyer had concluded with an estate agency and with the owners of a house (judgment of the Regional Court in Trnava, file no. 24Co/129/2025 of 18 March 2026). In it the agency undertook to procure for the interested buyer the conclusion of an agreement on a future sale agreement or of a sale agreement, and not to offer the property to others for the duration of the reservation; the interested buyer undertook to pay a reservation fee and, at the agency’s call, to conclude an agreement with the owners by a certain date. When the deal did not go ahead and the house reappeared on the market, the interested buyer sought a court ruling substituting the owners’ declaration of intent.

The court of first instance dismissed the action and the appellate court upheld the judgment. This is a decision of a regional court in a single case, but its reasoning shows well what matters. The appellate court concluded that the agreement was in substance a brokerage agreement under Section 774 of the Civil Code, supplemented by the interested buyer’s undertaking to conclude a sale agreement. It assessed that undertaking as a unilaterally binding agreement on a future contract: it bound the interested buyer, not the owners. Only the owners, therefore, could seek the conclusion of the agreement, not the interested buyer. The court did not infer any obligation of the owners to sell either from the interpretation of the agreement or from the fact that they had wished to sell at the outset. It rejected the objection that a unilateral undertaking by the interested buyer is an unacceptable term, because it concerns the main subject matter of the performance (Section 53(1)).

When an agreement on a future contract arises

An undertaking to conclude a sale agreement in the future has precise requirements in the Civil Code:

The parties may undertake in writing to conclude an agreement by an agreed date; in doing so, however, they must agree on its essential elements.

— Section 50a(1) of Act No. 40/1964 Coll. (unofficial English translation)

What is needed, therefore, is the written form, an agreed date and the essential elements of the future sale agreement, in particular the property precisely identified and the purchase price. The undertaking may burden one party or both, and it is precisely its wording that determines who may seek performance. If the agreement is not concluded by the agreed date, the entitled party may within one year seek a court ruling substituting the other party’s declaration of intent (Section 50a(2)). The undertaking lapses if the circumstances from which the parties proceeded have changed to such an extent that conclusion of the agreement cannot fairly be required (Section 50a(3)).

The law does not know the term “reservation agreement” as such. A court assesses it according to its content: in the Trnava case it treated it as a brokerage agreement with a unilateral undertaking by the interested buyer; in another case it will be an innominate agreement under Section 51, as the question the reservation agreement and the reservation fee explains. In every case, if the seller really is to sell the property, the agreement must say so expressly.

What the reservation fee is

The law does not recognise the reservation fee, so what governs it is the wording of the agreement. If the agreement is silent and the interested buyer pays the seller before the sale agreement, the Civil Code has an interpretative rule:

Whatever one of the parties gave before the agreement was concluded shall be regarded as an advance payment.

— Section 498 of Act No. 40/1964 Coll. (unofficial English translation)

An advance payment serves to discharge a future obligation. If the fee is to be forfeited where the interested buyer behaves in a particular way, the agreement must stipulate this expressly, usually as a contractual penalty, which must be agreed in writing and with a stated amount (Section 544(2)), and absent another agreement the penalty is not payable if the breach was not culpable (Section 545(3)). Another option is a sum payable for withdrawal, by which a party buys the right to withdraw from the agreement; however, a party who has already performed the agreement even in part, or accepted performance, may not withdraw on payment of that sum (Section 497). If the interested buyer is a consumer and the agreement is presented to them by an agency or a developer, each of these solutions must also stand up as a consumer term; which penalties did not stand up is examined in the article contractual penalties in estate agency agreements.

Which form to choose

An interested buyer who needs certainty, for example because they are selling their own flat or arranging a mortgage, should not settle for a reservation with an agency. They need an agreement on a future sale agreement to which the seller is a party, in which the undertaking is mutual and the date, the price and ideally the wording of the sale agreement in an annex are set out. Financing must be dealt with separately; what happens if the bank does not approve the loan is explained in the question the bank did not approve the mortgage after the agreement was signed.

A seller who does not wish to be bound for long will manage with a short reservation with a clear regime for the fee. If they wish to bind the buyer, the sanctions for failure to perform the buyer’s undertaking must be proportionate, and if the agreement is prepared by an agency or a developer, they must also stand up as a consumer term.

An estate agency should say openly in its template whom the agreement binds. If the owner is not to be bound to sell, the interested buyer should see that before paying the fee; if the owner is to be bound, it must appear expressly in the agreement and with their signature. How to link the reservation to the further steps in developers’ projects is explained in the question an agreement on a future sale agreement when selling flats in a project.

We will prepare, or check before signing, a reservation agreement, and, if you need a firm undertaking to conclude a sale agreement, an agreement on a future contract. To estate agencies we supply the whole chain of documents from the reservation to the registration application as part of our preparation of agreements and registration applications service.

How this will work under the new Civil Code

On 1 October 2026, the National Council of the Slovak Republic approved the new Slovak Civil Code, which will take effect on 1 July 2027. It will regulate the agreement on a future contract uniformly, on the model of the Commercial Code, and will change the requirements described above:

• it will suffice to agree the content of the future sale agreement at least in general terms; anything the parties have not agreed will be supplied by the court in a dispute according to the purpose of the agreement,
• written form will not be a condition of validity, but an order to conclude the sale agreement will be obtainable in court only on the basis of a written agreement; with an oral agreement, only compensation for damage caused by relying on the agreement being concluded will remain,
• if you do not agree a time limit, the entitled party must deliver a call for conclusion to the other party within one year of the conclusion of the agreement on a future contract and bring an action within one year of the expiry of the period for conclusion, otherwise the right will lapse,
• the future contract may also be an agreement with a third party, for example the owner; the owner, however, will be able to seek its conclusion only if the agreement so provides.

A reservation fee paid to the seller will, in case of doubt, still be regarded as an advance payment. If it is to be forfeited, then according to the explanatory memorandum it will be a contractual sanction, which the court may reduce on the interested buyer’s application if it is disproportionately harsh. If a court assessed the reservation as in the Trnava case, that is, as brokerage for the interested buyer as well, an agency working at the same time for the seller could lose its commission. This is because the new code prohibits brokerage for both parties unless the parties agree otherwise, and towards a consumer it permits such an exception only if it is not to the consumer’s detriment.

Reservations and agreements on a future contract signed by 30 June 2027 will be governed by the existing law, including its time limits. A sale agreement concluded on their basis from 1 July 2027, however, will already be governed by the new code. If it is to be concluded on or after that date, prepare its wording in the annex according to the new rules.

Status as of 22 October 2026: the act has been approved and was signed by the President on 20 October 2026, but has not yet been promulgated in the Collection of Laws. Until 30 June 2027, the rules described above in this article apply.