Contracts and commercial relationships · Slovakia
Agreement to enter into a future contract
The deal is agreed, but you cannot yet conclude it: you are awaiting funding, a permit or due diligence results. An agreement to enter into a future contract bridges that gap. The other party legally commits to concluding the contract, and you know what happens if it changes its mind. We prepare it under civil and commercial regimes, including the requirements without which it would not stand up in court.
- Lawyer registered with both the Czech and Slovak Bar Associations
- Civil and commercial regimes
- Fees agreed in advance
What we'll do for you
A future-contract agreement stands or falls on detail: whether the subject matter is certain, whether the deadline is running and whether non-performance has a cost. These are precisely the points we watch when drafting.
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Initial consultation
We discuss what you are securing, what you await and what should happen if the other party backs out. We recommend whether a future-contract agreement is the right tool — sometimes a contract subject to a condition precedent is better.
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Choice of legal regime
The Civil Code and Commercial Code regulate future contracts differently — requirements, deadlines and the relief available from a court differ. We select the regime matching your relationship and explain its consequences.
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Future-contract agreement
A written agreement with the future contract's essential terms, a clear deadline for conclusion and a request procedure — who requests what from whom, when and how — to avoid missed deadlines.
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Contractual penalty and deposit
A contractual penalty for refusing to conclude the contract, so breach is not cost-free for the other party. A deposit is not security in itself, so where there is one, the agreement sets out what happens to it if the transaction fails.
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Future contract text as a schedule
Where possible, we prepare the entire future contract and attach it to the preliminary agreement. This is the most reliable safeguard against later disputes over what was actually agreed.
Deliverablea future-contract agreement ready for signature, usually with the future contract attached
How it works
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- Consultationday 0
We review the agreed transaction and outstanding conditions. We explain what must be agreed now to make the commitment enforceable.
- Draft agreement
We prepare the future-contract agreement with a contractual penalty and usually the future contract text as a schedule. We review the draft with you in plain language.
- Signing and deadline monitoring
We prepare the final version for signature and alert you to the deadline for requesting the other party to conclude the future contract — rights expire through inaction.
No-obligation enquiry
Ready to start?
Send us an enquiry. We usually reply within 24 hours with a price confirmation and next steps. The first 30-minute consultation is free and commits you to nothing.
- 1Send your enquiry via this form
- 2Usually within 24 h you get a price confirmation and plan
- 3We start work only after your approval
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What clients ask
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How does a future-contract agreement differ from a reservation agreement?
A reservation agreement — typically with an estate agency — often commits only to a “reservation” and forfeiture of a fee, without creating an enforceable obligation for the owner to conclude the contract. A future-contract agreement is stronger: the other party directly commits to concluding the future contract, and you can go to court if it refuses. The two documents should therefore not be confused.
What must a future-contract agreement contain to be effective?
Written form is always required. Under the civil regime, the parties must agree the future contract's essential terms and the period for conclusion (§ 50a of the Civil Code). Under the commercial regime, a subject matter defined at least in general terms and a period for conclusion suffice (§ 289 of the Commercial Code). If the subject matter is uncertain, the obligation may not hold — a court cannot replace an agreement that never existed.
What if the other party refuses to conclude the future contract?
It depends on the regime. Under the civil regime, you can apply within one year for a judgment replacing the other party's declaration of intent — the contract then arises through the court's decision, without prejudice to damages. Under the commercial regime, you can request the court or an agreed third person to determine the contract's content, or seek damages; damages alongside determination of the content may be claimed only if the other party wrongfully refused to negotiate (§ 290(2) of the Commercial Code). An agreed contractual penalty comes on top.
Which deadlines can catch me out?
Two. First, you must request conclusion within the period specified in the agreement — under the commercial regime, the obligation expires without a timely request (§ 292(3) of the Commercial Code). Second, the time limits for going to court are short. Under the civil regime, a judgment replacing the declaration of intent may be sought within one year (§ 50a(2) of the Civil Code). Under the commercial regime, the court does not replace the contract but determines its content; this right and any damages claim become time-barred one year after the request to conclude the contract, unless the agreement sets a different period (§ 292(2) of the Commercial Code). We therefore include a clear request mechanism and identify the dates to monitor when you sign.
What if circumstances change meanwhile — for example, financing fails?
Under both regimes, the law provides for the obligation to expire if the circumstances on which the parties relied change so substantially that conclusion cannot fairly be required. Under the commercial regime, however, expiry occurs only if the obligated party notifies the change without undue delay. It is unwise to rely blindly on this mechanism — we prefer to expressly address key conditions such as financing or permits in the agreement.
Legal Q&A
Common questions on this topic
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What is an agreement to enter into a future agreement, and how binding is it?
The parties undertake in writing to enter into a specified future agreement by an agreed date and must agree its essential terms. If one party does not conclude it, the other may, under the Civil Code, ask the court within one year to substitute that party’s expression of intent, and may also seek damages; in business relationships, it may ask the court to determine the agreement’s content. The obligation ends if circumstances change substantially.
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How does an agreement to enter into a purchase contract work for flats in a development?
In an agreement to enter into a future contract, the parties undertake in writing to conclude a purchase contract by an agreed date and must already agree its essential terms, especially the property and price. If one party fails to conclude it, the other may seek a court decision substituting for that party’s declaration of intent within one year, and also has a right to damages. In development projects, a reservation agreement usually comes first.
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We paid a deposit under an agreement to enter into a future contract. Will we get it back if the deal falls through?
Generally yes. Anything you pay before a contract is concluded is, under Section 498 of the Civil Code, an advance on the future price; if the future contract does not arise, the legal ground for the payment falls away and the other party must return it as unjust enrichment. It may retain the payment only to the extent that it has a claim of its own against you, typically under a contractual penalty or agreed withdrawal payment, or for damages if you frustrated the deal.
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Further reading
Reserving the purchase of machinery or a vehicle: a future-contract agreement, or a sale agreement subject to a condition precedent?
Where a purchase has been agreed but depends on a loan, a grant or delivery, two instruments present themselves: an agreement to enter into a future contract and a sale agreement subject to a condition precedent. This article explains how they differ, when to choose each and what to watch for with movable assets.
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Agreements to enter into a future contract between businesses: the call, the periods and what a court can do
The Commercial Code regulates agreements to enter into a future contract more strictly than it first appears. The obligation ends if the entitled party does not call on the other party in time, and even after a timely call there is generally only one year in which to go to court. This article is for companies that use such agreements to reserve a purchase, supplies or cooperation.
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A reservation agreement or an agreement on a future sale agreement: who is really bound to what
An interested buyer pays a reservation fee and believes the seller must sell them the property. A judgment of the Regional Court in Trnava of March 2026 shows that this need not be so. We explain how a reservation differs from an agreement on a future contract, what the reservation fee is, and which form to choose depending on which side of the deal you are on.
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