Deal or no deal? Agreement on the essentials of the purchase agreement

That a deal is not always a deal, you could read earlier in our blog about the drunk buyer of a golf course. That deal was invalid due to intoxication. From a Rotterdam court ruling published today (ECLI:NL:RBROT:2025:7289), it turns out that even the sober announcement “we have a deal,” does not mean that a purchase agreement has actually been reached. Indeed, that announcement does not yet mean that there is agreement on all the so-called essentials of the contract. And that is necessary to speak of a purchase agreement. Lawyer Robert van Ewijk discusses the verdict.

Real estate purchase agreement through stock transaction

The parties in this case were negotiating with each other over the purchase of property. For tax reasons, they wanted to do the transaction by transferring the shares of the BV that owned the property. The parties also agreed on the purchase price: it should be 5 million euros. At some point, the seller confirms to the buyer that they are in agreement. The latter writes: “We have a deal.” Yet a kink comes up. The parties don't agree on the rest of the terms. So there is no purchase agreement, right? The buyer thinks so and sues the seller. The seller puts up a defense. The key question in these proceedings is whether or not there is a deal.

Agreement on the essentials of the purchase agreement?

In determining whether there is a mutually binding contract of sale, the essentials of the transaction must be considered. Often these are the price and the object, but there may also be other conditions that should be considered essentials. If there are (and often there are), there is only a binding agreement if there is also agreement on those essentials. This was already determined by the Supreme Court 22 years ago in the ruling Regiopolitie/Hovax (ECLI:NL:HR:2003:AF9414). In that ruling, the Supreme Court, citing an even older ruling, considered the following:

“4.2 The answer to the question of whether, with respect to a contract, in the formation of which a number of interrelated obligations must be settled, agreement as to one or more parts gives rise to a contract as long as agreement as to other parts does not yet exist, depends on the intention of the parties as must be assumed based on the meaning of what is and what is not settled, on the existence or non-existence of the intention to negotiate further and on the further circumstances of the case (HR February 2, 2001, no. R 99/120, NJ 2001, 179).”

Parties disagreed on all key points

The announcement ‘we have a deal,’ did not yet mean that there was agreement on all essentials, according to the Rotterdam District Court. The parties only agreed on the price, the object and the method of transfer, but they were still discussing various other matters. These included tax agreements that still had to be made, the question of who the buyer would be and security deposits by the buyer. In addition, the seller had a caveat that an internal committee had yet to approve the deal.

No deal, in other words. But legitimate trust?

Therefore, the court concluded that there was no purchase agreement. Moreover, the seller was allowed to break off negotiations. There was no legitimate expectation on the part of the buyer that an agreement would actually be concluded. Indeed, the seller had made sufficient reservations to that effect. The seller therefore also did not have to pay any damages.

Lawyer for real estate purchase agreement

This ruling shows that in the negotiation process about the purchase of real estate, it is important to stay sharp on the way communication takes place. On the one hand, a party can quickly be bound if legitimate expectations have been aroused or if there is apparent agreement on the essentials. On the other hand, reservations or other statements made by the other party may mean that it will not be bound quickly. The lawyer real estate of Lexys can be found here tell more about it.