Can you cancel a property sale
after the preliminary agreement in Morocco?

1. What the preliminary agreement really binds

The preliminary sale agreement — or bilateral promise — is not a draft. It sets the agreement on the thing and the price, and obliges both parties to conclude the final deed. That is why you cannot free yourself from it by a simple "I changed my mind": withdrawing without legal cause exposes you to losing the deposit paid or owing damages.

Cancellation after the agreement therefore requires a cause. There are three main families, marked out by Moroccan practice and case law: the condition precedent that fails, force majeure that makes performance impossible, and rescission for non-performance when the other party does not keep its obligations. Before any step, the first thing to do is to re-read your agreement line by line with your notary: everything turns on its drafting.

2. First ground: the unfulfilled condition precedent

The condition precedent is the most common and most protective mechanism. The agreement provides that the sale will become final only if a specific event occurs. Failing that, the sale is deemed never to have existed, and the deposit is in principle returned. The most frequent conditions:

• Obtaining the loan: the key clause on the buyer's side. If the loan is refused under the stipulated conditions (amount, term, rate cap), the condition fails and the sale falls through. The application must still have been serious and compliant.
• Obtaining a permit or authorisation: purchase of land conditional on a building permit, an administrative authorisation, a vocation certificate.
• Clearing a pre-emption right or lifting a mortgage, releasing a registration, regularity of the land title.
• Compliant legal status of the property: absence of litigation, blocking easement, undeclared occupation.

The classic trap: a poorly drafted condition. If the agreement does not specify the loan parameters, a bank refusal can be contested by the seller. And beware the case where the buyer is not granted financing because the price exceeds the value the bank retains — documenting the real value of the property then becomes central.

3. Second ground: force majeure (article 268 of the DOC)

When an external, unforeseeable and insurmountable event makes performance impossible, article 268 of the Dahir of Obligations and Contracts releases the debtor from liability: the contract can be rescinded without damages. It is the legal translation of absolute impossibility.

The Casablanca Commercial Court of Appeal made a notable application of it. In a 2024 ruling, it held that a definitive refusal of a building permit, motivated by a new development plan routing a public road across the land, constitutes an unforeseeable and insurmountable act of the sovereign — justifying rescission of the contract without condemnation.

The lesson is demanding: force majeure requires the three conditions met and proven. Mere difficulty, a market turning, financial regret are not enough. A definitive and documented impossibility is needed — a notified administrative refusal, not a fear.

4. Third ground: rescission for non-performance (articles 255 and 259 of the DOC)

When it is the other party that fails to keep its commitments, the law offers rescission for non-performance. The mechanism rests on two texts: article 255 of the DOC, which provides for the formal notice (and allows it to make up for the absence of a stipulated deadline), and article 259 of the DOC, which authorises judicial rescission when the debtor remains in default.

The Casablanca Commercial Court of Appeal confirmed this in a 2023 ruling: even without a stipulated deadline in the promise, a seller who has remained silent for years can be put in default by a formal notice, then see the sale rescinded and the price returned. On the buyer's side for a new property, where the developer never delivers, the same Court ordered the full restitution of the sums paid.

5. The fate of the deposit paid

This is the question that obsesses, rightly so. The fate of the deposit depends on two things: the cause of the cancellation, and the characterisation of the deposit in the agreement. Depending on the drafting, the deposit can be a down payment (credited against the price), earnest money (with a faculty to withdraw), or a guarantee with a penalty clause. This characterisation changes everything — check it with your notary.

• Unfulfilled condition precedent through no fault (compliant loan refusal, permit denied): the deposit is, in principle, returned, the sale having lapsed.
• Force majeure: rescission occurs without damages; each party bears its own costs, and sums wrongly retained are returned.
• Faulty default by the seller: recent Casablanca case law has ordered full restitution, sometimes coupled with damages.
• Faulty withdrawal by the buyer without cause: risk of losing the deposit or owing the penalty clause provided in the contract.

6. What recent Casablanca case law says

Three decisions of the Casablanca Commercial Court of Appeal draw a coherent line, rather protective of the diligent party:

• 2024 — permit refusal = force majeure. A definitive administrative refusal based on a change of urban plan qualifies force majeure: rescission without damages (article 268 DOC). The impossibility must be definitive and demonstrated.
• 2023 — the absence of a deadline does not erase the obligation. A formal notice left unanswered is enough to put the silent seller in default, then to rescind the sale (articles 255 and 259 DOC), with restitution.
• 2021 — developer that never delivers. Full restitution of the sums paid to the buyer's benefit, the contract not having been performed.

The common thread: the courts sanction proven non-performance and protect whoever has paid or faced an insurmountable obstacle — provided the file is documented. An isolated decision does not amount to a general rule: each situation is assessed case by case, by reading the contract and the facts.

7. The useful reflex: objectify the value and the loss

Whether you seek to cancel or to defend a sale after the agreement, the crux is often the value of the property: price in line with the market or not, condition discount justified, loss linked to capital being tied up, time differential in value. So many elements that a notarial deed or an exchange of letters do not suffice to establish.

An independent appraisal report compliant with RICS standards — property condition observed, areas verified, comparables documented, explicit methodology — gives the file a defensible base. Upstream, this private report informs the negotiation and your decision (a private appraisal supports amicable settlement, not admissibility before a judge); in litigation, it is the judge who appoints the expert, and your report then serves as an adversarial item to support your position with third parties. Cost: from MAD 3,500 excl. tax, report within 5 to 8 days (48-72 h express), firm quote within 24 h.

Before acting, get the property valued by our independent RICS appraisal service and browse more analyses on the ReaConsult blog.

Note: This article presents a general framework (articles 255, 259 and 268 of the DOC; case law of the Casablanca Commercial Court of Appeal) for information only. Cancelling a sale after the preliminary agreement depends on the exact drafting of your deed and the facts of each file: confirm your situation with your notary or a lawyer. A private appraisal informs the negotiation and the decision, without replacing the expert appointed by the judge in judicial proceedings.