Agreement to enter into a future contract

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. Confusing these documents is one of the most frequent mistakes we encounter.

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). Uncertain subject matter is the most common reason these agreements fail — a court cannot replace an agreement that never existed.

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. An agreed contractual penalty is additional and operates regardless of court proceedings.

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 of the Commercial Code). Second, the right to seek conclusion through court has a short deadline, generally one year. We therefore include a clear request mechanism and identify the dates to monitor when you sign.

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.