Single unified agreement for sale of multiple properties

In agreements involving the sale of multiple properties together, time tests not only the contracting parties and the terms they agreed upon, but also any constraints encountered, such as development restrictions, compulsory acquisition issues, and changing business circumstances.

When a transaction is structured as a package deal, piecemeal implementation may transform a lawful option into an inequitable shift of risk.

At that point, the role of the court becomes critical, to ascertain the true intention of the parties, to interpret the contract coherently, and to prevent the creation of an advantage through selective performance, particularly where one party invests, develops, or disposes of property while the other seeks to retain the benefit and reject the burden.

In such cases, the doctrines of estoppel and equity emerge as tools for restoring balance and trust.

In unified contracts, consideration is understood as a whole and cannot be severed without disturbing the core of the agreement. A severable contract, by contrast, permits partial performance and independent claims for each part.

This distinction is not merely semantic; it determines available remedies, the burden of proof of damage, and the allocation of risk.

If a purchaser is allowed to retain a valuable and large property while rejecting the smaller and more problematic ones, the reliability of commercial transactions is seriously undermined.

For this reason, the interpretation of the preamble, the purchase price and the transfer terms is decisive, and justice is ultimately at stake.

How the Supreme Court classified the agreement as unified

In decision C.A. 382/2016, dated December 3, 2025, the Supreme Court treated the agreement for the sale of three properties as a single unified transaction. The purchaser accepted and exploited one property, the valuable and larger one, but refused to pay the remaining purchase price and to complete the contract for the other two properties.

The trial court considered the agreement to be severable and, in conjunction with section 15 of Law 81(I)/2011, limited the seller’s remedy to damages, ultimately dismissing the action on the basis that no loss on the part of the seller had been proven.

The Supreme Court reinstated the proper interpretative starting point, the contractual text must be read as a whole, according to the ordinary, logical and grammatical meaning of its terms. Where the preamble expressly states a sale “as a unified whole,” classification as a severable contract is not a permissible alternative assessment but a misinterpretation.

Partial transfer does not alter the nature of the contract; on the contrary, it underscores the necessity for completion of unified consideration. Accordingly, the seller is lawfully entitled to insist on performance as agreed and to claim the outstanding balance of the purchase price.

Section 15 provides that where a purchaser of immovable property, under a contract that complies with the formalities of sections 7 and/or 8, refuses to pay the purchase price and accepts the property, the seller’s remedy under the contract is limited solely to damages.

The Supreme Court emphasised the cumulative nature of these conditions, both refusal to pay and acceptance of the property are required. Where the purchaser accepts only part of a unified package, the condition is not satisfied and, therefore, the exclusion of the claim for the contractual balance is not triggered.

The doctrine of estoppel and equity

Beyond grammatical interpretation, the court also grounded its conclusion in principles of equity. A litigant may not insist on the enjoyment of even lawful rights where in light of all the circumstances, this would be unjust.

In the present case, the purchaser had already derived substantial benefit; the transferred property had been exploited, rendering restitution practically impossible. Equity thus operated as a corrective mechanism to restore the balance disrupted by selective performance.

Within this framework, the doctrine of estoppel by conduct was activated, with particular emphasis on proprietary estoppel. Where, by words or actions, one party creates reasonable expectations in the other, and the latter acts upon them by altering their position to their detriment, a subsequent shift to an inconsistent stance is impermissible.

Acceptance of one property followed by refusal to complete the unified package, after the benefits had been absorbed, was deemed incompatible with good faith. Consequently, the purchaser was estopped from denying performance of his obligations in respect of the remaining two properties.

The appeal was allowed, the first-instance judgment was set aside, and judgment was entered in favour of the sellers for €200.000 as the outstanding balance of the purchase price, together with lawful interest until full payment, as well as costs.

Payment was ordered to be effected concurrently with the transfer of the two properties to the purchaser, free of encumbrances, with an enforceability clause in the event of non-cooperation. Section 15 does not apply without full acceptance, and equity prevents the “pick and choose” approach.