The private sales agreement refers to a preliminary real estate sales contract drafted and signed directly between the parties — in other words, without the intervention of a public officer such as a notary. Unlike the authentic deed established before a notary, this document is drawn up under the sole responsibility of the signatories or their representatives (a real estate agent or a lawyer). Once signed, both seller and buyer are bound: the former must sell, the latter must buy — unless certain conditions are not met, such as obtaining a mortgage loan or the absence of hidden easements. Here’s how it works.
What exactly is a private sales agreement?
From a legal standpoint, the private sales agreement is a genuine contract in which both parties make reciprocal commitments. It is called a “synallagmatic” agreement under Article 1372 of the French Civil Code. In simple terms: the seller agrees to sell their property, and the buyer agrees to purchase it at the agreed price.
As stated clearly in Article 1589 of the Civil Code, “a promise of sale is equivalent to a sale when there is mutual consent of both parties on the property and on the price.” This sales agreement has the same legal value as one signed before a notary. As long as it meets the basic validity conditions of a contract (free consent, legal capacity, defined object and price), it produces exactly the same legal effects.
Most sales agreements today are signed privately and then confirmed before a notary a few months later. This approach has become common because it allows a property to be quickly secured while leaving time for financial and legal verifications.
What’s the difference between a private deed and an authentic deed?
The main difference lies in the notary. A private deed is written by the parties themselves or their legal advisers and simply signed between them. However, it only gains a certain date upon its registration, the death of one of the signatories, or its inclusion in an authentic deed.
The authentic deed of sale is another matter. The notary who drafts it assumes professional responsibility, verifies everything, keeps the original securely, and can enforce the contract (Article 1371 of the Civil Code).
However, it’s important to note that for a real estate sale, French law requires a final authentic deed (Decree of January 4, 1955) to officially record the change of ownership with the Land Registration Office. Without this, you are not legally recognized as the property owner by the State.
What mandatory information must this agreement contain?
To be legally valid and avoid future disputes, your agreement must include precise and complete information. It must contain at least:
- The full identity of the parties (personal details, address, marital status).
- The exact description of the property including its type, location, surface area under the Carrez law (Article 46 of the law of July 10, 1965), and cadastral references.
- The sale price and payment terms, along with the expected date of signature of the authentic deed.
- The suspensive conditions, which are your legal exit clauses in case something goes wrong (loan refusal, discovery of a major hidden defect, etc.).
- All required property diagnostics, as mandated by the ALUR law of 2014: asbestos, lead, termites, energy performance, electrical and gas systems, sanitation, etc.
A sometimes bulky file, but essential to inform the buyer of the property’s true condition. Forgetting a key clause could jeopardize or even nullify the sale.
How does a private signing take place?
A private signing generally takes place at the real estate agency or at one of the advisors’ offices. Beforehand, a professional property valuation will have determined a fair price. On the day of the signing, seller and buyer meet to read the document in full.
In practice, here’s how it goes:
- Each page is initialed at the bottom.
- On the final page, both parties write “read and approved, agreed” by hand before signing.
This formalism serves to prove that the entire document was read. Article 1375 of the Civil Code requires as many original copies as there are parties involved, plus one for the notary.
A deposit is paid that same day. If handled by the agency, the Hoguet Law requires that it be placed in a trust account, ensuring your funds remain secure until the final sale.
What are the pros and cons of this method?
The private sales agreement offers a key advantage: speed. In highly competitive luxury markets, being able to sign within 24–48 hours can make all the difference. Another benefit is cost savings. No notary fees at this stage, which can mean several hundred euros saved.
However, there are risks. Without a notary’s guidance, poorly drafted clauses can be costly. A typical example is a poorly worded mortgage condition that fails to protect you properly. The French Supreme Court (ruling of January 15, 2020) reminds us that, in disputes, ambiguous clauses are interpreted against the professional who drafted them.
Another practical drawback: you must keep the original document safe. Water damage or a move could mean losing your only proof. For complex setups (real estate companies, divided ownership, historic buildings), it’s best to use a notary from the start.
Can you withdraw after signing such an agreement?
Yes. The law grants the buyer a 10-day cooling-off period after signing, with no need for justification (Article L271-1 of the French Construction and Housing Code). The countdown starts the day after receipt of the agreement by registered mail or hand delivery. During these 10 days, the buyer may cancel by registered letter and recover their deposit in full.
After the 10 days, only the suspensive conditions allow a withdrawal without penalty (loan refusal, major easement, etc.). Otherwise, if the buyer withdraws without valid reason, they lose their deposit — typically 5–10% of the price, often tens of thousands of euros for luxury properties.
If the seller withdraws, they must refund double the deposit (Article 1590 of the Civil Code), and the buyer may even ask the court to compel the sale (Article 1221 of the Civil Code). Courts often enforce sales when the agreement is clear and precise.
Is the private sales agreement suitable for luxury properties?
For high-end properties, the private sales agreement works perfectly — but caution is required. Prestige transactions often involve complex issues that only specialists master, such as real estate company structures, joint ownership, or property division.
There are also tax implications (wealth tax, capital gains, optimization) and specific verifications: tracing ownership over thirty years, identifying hidden easements, or complying with heritage regulations. These subtleties require the expertise of a luxury real estate professional.
In some cases, a unilateral promise to sell may serve as an alternative, offering the buyer an option period during which they can decide whether to proceed with the purchase.
To fully secure your luxury real estate transaction, Consultants Immobilier and its network of 17 agencies specializing in high-end properties will assist you at every stage, from valuation to final signing, ensuring the success of your project.