Offers and counter-offers in France: validity, withdrawal

What turns a letter into an offer

A contract is formed “by the meeting of an offer and an acceptance by which the parties express their will to be bound” (Civil Code, art. 1113). To be an offer, the proposal “contains the essential elements of the envisaged contract and expresses its author’s will to be bound in the event of acceptance”; otherwise, it is merely an invitation to negotiate (art. 1114).

In practice, service-public.gouv.fr describes a letter sent to the seller or the agent, by recorded delivery with acknowledgement of receipt or by email, containing at least:

• the description and floor area of the property;
• the date of the offer;
• the price offered;
• the period of validity.

The buyer may add their financing plan, a condition suspensive (condition precedent) relating to a loan or planning permission, the amount of the dépôt de garantie (deposit) planned at the compromis stage, and the desired moving-in date. They must have the legal capacity to sign the future deed; otherwise, the offer is not valid (service-public.gouv.fr). Making a written offer is not compulsory.

Validity period and withdrawing the offer

The Civil Code distinguishes two moments:

1. Before receipt by the seller, the offer “may be freely withdrawn” (art. 1115).
2. After receipt, it “may not be withdrawn before the expiry of the period set by its author or, failing that, the end of a reasonable period” (art. 1116). A wrongful withdrawal “prevents the contract from being concluded” but makes its author liable.

When that period expires, the offer is caduque (lapsed) (art. 1117). Service-public.gouv.fr states that the period of validity is “generally a few days (1 to 2 weeks)” and that, where no period is given, it will be set by the judge in the event of a dispute. Hence the value of writing down a precise date.

The seller’s reply: accept, counter or stay silent

While the offer is valid, the seller has three options, according to service-public.gouv.fr:

The Civil Code puts it this way: “an acceptance that does not conform to the offer has no effect, except as a new offer” (art. 1118). A counter-offer therefore reverses the roles: it is now the buyer who can accept or refuse it. Silence “does not amount to acceptance” (art. 1120), and the contract is concluded “as soon as the acceptance reaches the offeror” (art. 1121).

Once agreement is reached, the sale is “complete between the parties” as soon as they have agreed “on the thing and the price” (art. 1583). If the seller then refuses to sell, the buyer can ask the court to enforce the sale, and claim damages (service-public.gouv.fr).

No payment with the offer

Service-public.gouv.fr is categorical: it is forbidden to pay an acompte (down payment) to the seller, and a payment makes the offer void. The Civil Code declares void “any unilateral undertaking entered into with a view to acquiring a property or a right in property for which a payment is demanded from or received from the person giving the undertaking, whatever its cause and form” (art. 1589-1).

Money comes in at the preliminary-contract stage. In a compromis, a deposit is common; service-public.gouv.fr puts it at 10% of the price, held in the notaire’s (notary’s) escrow account. In a promesse unilatérale (unilateral promise to sell), the indemnité d’immobilisation (option fee) is in practice between 5% and 10% of the price, and becomes compulsory, at a minimum of 5%, if the promise runs for more than 18 months (service-public.gouv.fr).

After agreement: the 10-day cooling-off period

Acceptance of the offer does not deprive a private buyer of their protection. For the purchase of a building for residential use, a non-professional buyer “may withdraw within ten days from the day after the first presentation of the letter notifying them of the deed” (CCH, art. L271-1). This period runs from notification of the preliminary contract, not of the offer (service-public.gouv.fr).

During this period no payment may be received, with some exceptions; if the buyer withdraws, the professional holding the funds returns them within 21 days, and breaching these rules is punishable by a fine of €30,000 (CCH, art. L271-2). The seller has no cooling-off period: once the offer is accepted, they must sell the property (service-public.gouv.fr).

Which professional to consult

The agent immobilier (estate agent) passes on the offer and the seller’s reply. The courtier en crédit (mortgage broker) helps cost the financing plan attached to the offer and the loan condition precedent. The notaire (notary) then drafts the compromis or the promise, and holds the funds in escrow. The diagnostiqueur (property surveyor) produces the survey file attached to the preliminary contract.