Promise to purchase : is it a binding contract?

Published on January 07, 2026

An accepted promise to purchase legally binds the parties, even before signing before a notary. The consequences vary depending on whether you are the buyer or the seller. Thus, a poor understanding can lead to significant financial losses. Our firm can analyze your situation and guide you before or after signing a promise to purchase.

Acheteurs et agente immobilière se serrant la main, illustrant la signature d’une promesse d’achat.

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When you find “the” house or “the” condo, everything goes through the promise to purchase. But one question often comes up:

“If I change my mind, am I still obligated to buy/sell?”

The short answer is yes. Indeed, an accepted promise to purchase is a binding contract. However, the remedies are not the same for the buyer and the seller.

Before acceptance : a simple offer

As long as the seller has not signed, the promise to purchase remains an offer to contract, nothing more.

  • The buyer proposes a price and conditions.
  • The seller remains free to refuse, make a counteroffer, or let the offer expire.
At this stage, the seller is not yet bound.

After acceptance : a true contract

Once the promise to purchase is accepted by the seller, it is no longer a simple offer. Both parties are required to complete the sale, subject to the stated conditions (inspection, financing, sale of another property, etc.).

A well-drafted promise to purchase should always specify, in particular :

  • The description of the immovable;
  • The sale price;
  • The deadlines (inspection, signing before the notary, possession date, etc.);
  • The included/excluded accessories (appliances, light fixtures, shed, spa, etc.).
At this stage, buyer and seller can no longer “change their mind” without consequences. Indeed, the buyer must make reasonable efforts to obtain financing. They cannot simply invoke a bank refusal after minimal efforts.

“No one can force me to sign”… yes and no

In practice, no one can physically force you to go to the notary’s office and sign. However, choosing not to appear comes at a price :

  • You expose yourself to an action in passation of title (to force the sale when possible); and/or
  • A claim for damages (paying the difference, losses, costs, etc.).
These remedies therefore aim to compensate for the losses suffered by the other party.

The action in passation of title : the buyer’s tool

Section 1712 C.C.Q. provides that if the promisor-seller or the promisor-buyer refuses to “pass title,” the other party may ask the court for a judgment that stands in place of the deed of sale.

Concretely, for the buyer, this makes it possible to force the sale when :

  • There is a valid and enforceable promise to purchase (all conditions are met);
  • The seller has been put in default;
  • The buyer submits a draft deed of sale that complies with the promise;
  • The price is offered or deposited (or guaranteed by a financial institution);
  • The action is brought within a reasonable time.
In practice, this is therefore a very useful remedy for a buyer who truly wants the property.

And can the seller force the buyer to buy?

In theory, yes. The wording of section 1712 C.C.Q. applies to both buyer and seller.

In practice, the Court of Appeal has noted that this remedy is rarely useful for the seller. Why? Because even if the seller obtains a judgment, they remain dependent on the buyer’s willingness to pay the price. If the buyer does not pay, the judgment alone cannot transfer ownership.

Result: for a seller, the most realistic remedy is often :

  • A claim for damages against the defaulting buyer (e.g., the difference between the promise price and the price ultimately obtained from another buyer, additional costs, etc.).

If the seller sells to someone else

a) The immovable has already been sold to a third party

If the promisor-seller sells the immovable to another buyer despite a prior valid promise to purchase, the first buyer :

  • Cannot have the sale already published in the land register annulled;
  • Must be satisfied with a claim for damages against the seller (and sometimes against the third party acting in bad faith).
b) The seller is about to sell to someone else

If the other sale has not yet been signed, the promisor-buyer may, in certain cases :
  • Seek an injunction to temporarily prevent the sale to a third party,
  • At the same time as an action in passation of title to force the sale in their favour.
This is an urgent and strategic remedy: it must be analyzed quickly.

In summary : is it mandatory?

Yes.

  • Before acceptance, the promise to purchase is a simple offer: no one is yet bound.
  • After acceptance, it is a contract: buyer and seller must cooperate in good faith to carry the transaction through to signing before the notary.
  • If one party refuses to go through with it, possible remedies include :
    • An action in passation of title (especially for the buyer);
    • A claim for damages (often more realistic for the seller).

Are you hesitating to sign, or has a promise to purchase been broken?

Whether you are a buyer or a seller, the consequences of failing to respect a promise to purchase can be financially significant.

Our team in real estate law can :

  • Analyze your promise to purchase;
  • Assess the validity of your remedies (passation of title, injunction, damages);
  • Assist you in negotiations or the necessary legal proceedings.

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