A guide to property contracts in Italy

When deciding to buy or sell a house in Italy, the contractual aspects are fundamental so that the transaction is legal; defining them correctly helps clarify many situations and avoid nasty surprises. This our guide to property sale/purchase contracts in Italy, with help from Michele Pizzullo, legal advisor of Fimaa Italia.

How property sale contracts work in Italy

In Italy, a purchase proposal and its acceptance are pre-negotiation documents, i.e. suitable for making the subsequent conclusion of the contract possible. The proposal is the declaration that contains all the elements of the sales contract, aimed at concluding the contract itself. It is issued (by the proposer) thus demonstrating the intention to contract the obligation. Acceptance of the proposal is a declaration of will made by the addressee (entitled to express valid consent) and addressed to the offeror, who in turn expresses the will to be obliged.

In accordance with art. 1326, co. 1, of the Civil Code, «The contract is concluded when the person who made the offer is aware of the acceptance».

In order for the proposal to be suitable for determining, once accepted, the conclusion of the contract, it must meet the requirement of completeness, i.e. contain all the elements of the future contract and not be accompanied by reservations about its nature, which must be understood, already from its formulation, challenging for those who formulated it.

For its part, the acceptance must possess the requirement of conformity, i.e. be definitive, unconditional and fully compliant with the intention expressed by the offeror: an acceptance which modifies or integrates the content of the offer is equivalent to a new offer (thus becoming a counter-offer), which in turn must be accepted by the other party for the contract to be completed.

Purchase proposal and acceptance

As stated, pursuant to Art. 1326(1) of the Civil Code, "The contract is concluded when the person making the proposal becomes aware of the acceptance". But how is acceptance of the proposal communicated? No rule requires the adoption of a specific form for the communication of acceptance. Physical or electronic mail addresses indicated by the parties may be used.

It follows that whoever has agreed to receive notice of the acceptance of the proposal - thus allowing the conclusion of the contract - by e-mail, also has the burden of checking the incoming mail at the electronic address that he has indicated to third parties (and, therefore, also to the real estate agent) and that, in any event, automatically appears in the messages sent: subject, however, to the possibility of proving that he was without fault in the impossibility of becoming aware of the acceptance.

When the contract of sale is concluded 

The 'conclusion of the contract' coincides with the moment when the contractual obligation arises. For this to occur, agreement must be reached between the parties on the constituent elements, both principal and incidental or secondary, of the agreement. The agreement will be deemed to be an already perfected contract where it contains the indication of its essential elements and it appears that the parties have intended to bind themselves definitively also on the basis of their subsequent conduct, provided that such conduct is unambiguous and does not permit a different interpretation.

What is a pre-sale or preliminary contract?

In some cases, the negotiation in connection with a sale of real estate may take place in two stages, with the stipulation of a preliminary contract following the conclusion of a first agreement, i.e. a (irrevocable) purchase proposal whose acceptance, made known to the offeror, leads to the conclusion of an agreement known as a "preliminary preliminary", by which the parties undertake not to enter into the definitive deed of sale, but to enter into the subsequent preliminary contract. This is useful in order to allow the negotiating contents and related obligations to be defined at different times, should the need arise.

Purchase agreement and contract in Italy

An irrevocable offer to purchase, as referred to in Art. 1329 of the Civil Code, must not only contain all the essential elements of the contract to be concluded, but its content must not result in the determination of the accessory elements being postponed to a later time, thus expressly providing that: "Acceptance of this proposal by the Seller shall determine the conclusion of a preliminary contract of sale". It follows that a proposal drafted in this manner is a perfect preliminary contract, in that it is provided with the essential requirements and does not refer to subsequent agreements on the regulation of the accessory elements.

However, it must be said that precisely because of the completeness of the agreement reached, effective and binding between the parties, provided with the requirements of Articles 1351 and 2932 of the Civil Code, unlike a preliminary contract, the offeror may not claim repetition of the contract concluded.

Final sale contract Italy

The stipulation of the definitive deed as an exact performance of the preliminary is considered to be the hypothesis that perhaps arises most frequently in professional offices: the preliminary is represented by an articulate and complete manifestation of the will of the contracting parties, neither the parties nor the subject matter of the contract presenting any significant alteration with respect to what was promised. The same parties that concluded the preliminary are therefore brought before the notary, perhaps with the help of a professional mediator, with the intention of fulfilling exactly what was promised.

Obligation to register the preliminary contract

Preliminary contracts of all kinds are subject to registration in a fixed term and are subject to registration tax at the fixed rate of €200, plus a stamp duty of €16 for every 100 lines of the deed.