This article discusses the principles and effects of unilateral sales commitment under the Civil Code, including the preference pact and contract formation between absent parties.
Extract
[...] If the owner of the thing decides to sell, the preference pact takes effect. In the event of a breach of the preference pact, that is to say, when the seller, despite his prior commitments, sells the property to a third party other than the beneficiary of the pact, it will be necessary to determine the exact moment of the violation of the act. In a ruling of December the Court of Cassation considered that this must be set at the day when the owner decides to sell his property to a third party, to the benefit of another person than the beneficiary of the pact. [...]
[...] Can a unilateral sales commitment be cancelled before the end of the period left to the beneficiary? Mrs. Luciole holds 80% of the SCI Le Baudelaire, which owns real estate for professional and commercial purposes, with a total value of 15 million euros. She has long considered ceding her entire participation. It is in this way that, in an email dated September she committed, for a period of one year, to selling her shares to Mr. Cam for a price corresponding to « 80% of the net assets of the company at the time of the effective transfer of shares. [...]
[...] Principle and Effects Article 1124 of the Civil Code provides that: 'is the contract by which one party, the promisor, grants to the other, the beneficiary, the right to opt for the conclusion of a contract whose essential elements are determined, and for the formation of which the beneficiary's consent is lacking.' There is therefore a real meeting of wills between the promisor, who has given their consent to the future convention, and the beneficiary, who examines the proposal made to them and thus has a period of reflection, at the end of which they have complete freedom to accept or not the convention. There may be immobilization compensation paid by the beneficiary of the promise, an amount to compensate the seller for the prejudice suffered due to the immobilization of the property during the buyer's reflection period. The unilateral promise is a contract that produces an obligatory effect. At the end of the reflection period, two outcomes can occur. If the beneficiary accepts, the contract is formed on the date of the option's expiration. [...]
[...] She received a letter from the beneficiary on October sent on September stating that he accepted the commitment without accepting the offer. The woman finally decided to cancel her commitment by email on June citing that the beneficiary's response time was deemed excessive. He then informed her by registered letter on June of his intention to exercise the option. Thus, the question that arises here is whether it is possible to cancel a an unilateral sales commitment before the end of the deadline left to the beneficiary? I. [...]
[...] The operation being as complex as it was costly, Mr. Cam was not able to make a decision immediately. Despairing of Mr. Cam's inaction, Mrs. Luciole expressed, in an email dated June her desire to no longer transfer her shares to him. He then informed Mrs. Luciole by registered letter dated June of his intention to "exercise the option that had been granted to him in the email of September 28". Mrs. Luciole has come to consult you. [...]
