The Exerted Pre-Emptive Right In Property Purchase Agreements

THE SITUATION: The following example should illustrate the possible consequences if a purchase agreement contains no or only incomplete provisions in cases where a pre-emptive right is exercised:

A property which is encumbered with a pre-emptive right not registered in the land register is to be sold. The parties are aware of the pre-emptive right, and therefore the property purchase agreement stipulates that the purchase price falls due if the beneficiary of the pre-emptive right has declared that it will not exercise its right (so-called negative declaration) or the exercise period has expired. However, the parties missed agreeing in the purchase agreement a right of withdrawal in cases the pre-emptive right is exercised. Following conclusion of the purchase agreement, the public notary asks the beneficiary of the pre-emptive right for a negative declaration. The beneficiary instead exercises the pre-emptive right.