1. Two preliminary agreements, two logics of commitment
The compromis de vente is a bilateral (synallagmatic) commitment: both parties bind themselves reciprocally — the seller to sell, the buyer to buy — at an agreed price, usually subject to conditions precedent (mortgage financing, release of an existing charge, clearance of a pre-emption right). Once the conditions are met, each party can compel the other to complete: the compromis locks the transaction in, it does not merely prepare it.
The promesse unilatérale de vente follows a different logic: only the promisor (the seller) firmly undertakes to sell, at a set price, during an option period. The beneficiary (the buyer) remains free: they may exercise the option — at which point the sale is formed — or walk away, generally forfeiting the sum paid in exchange for the property being taken off the market.
In Moroccan practice the boundary is often blurred: many deeds titled “promesse de vente” actually organise reciprocal commitments, with the price paid in whole or in part. That was the case in the matter decided by the Casablanca Commercial Court of Appeal in 2023, examined below. The golden rule: the clauses, not the document's title, determine the nature and reach of your commitment.
2. Comparison table: compromis vs promesse
3. What happens to the deposit: the sore point
This is friction point number one in preliminary agreements. Three situations to distinguish:
- The sale completes: the deposit is credited against the price, whatever the agreement. No debate.
- The buyer walks away: under a unilateral promise, the immobilisation indemnity in principle stays with the seller — that is the price of the option. Under a compromis, a buyer at fault is exposed to the penalty clause set out in the contract.
- The seller stalls or disappears: the buyer is entitled to restitution — but must actually obtain it. That is the whole lesson of the 2023 ruling: a buyer had paid the entire price (2,610,000 MAD, in three instalments in 2012-2013) under a promesse de vente for a plot signed in May 2012, and the seller never completed nor transferred the land title. Judicial rescission secured full restitution, plus damages.
The moral: never pay a significant deposit unless the contract spells out in black and white its qualification (advance or indemnity), the conditions of its refund, and where it sits — ideally in escrow with the notary until the final deed, rather than wired directly to the seller.
4. No stipulated deadline — is all lost? The Casablanca 2023 answer
The silent seller's classic defence fits in one sentence: the promesse sets no deadline, so I am in breach of no deadline. The Casablanca Commercial Court of Appeal, in ruling no. 4428 of 11 July 2023(ref. 63437), closed that escape route: the absence of a stipulated deadline does not prevent judicial rescission for non-performance where the seller's prolonged inaction is established by a formal notice left unanswered.
- The facts: promesse de vente for a plot signed on 3 May 2012, full price of 2,610,000 MAD paid in three instalments in 2012-2013, then ten years of seller silence — no completion, no transfer of the land title.
- The trigger: a formal notice dated 6 July 2022 giving the seller 15 days to perform, left unanswered.
- The legal basis: article 255 of the DOC — the formal notice substitutes for the absence of a contractual deadline and puts the debtor in default — combined with article 259, which allows judicial rescission for non-performance.
- The outcome: ten years of inaction amount to an unreasonable time; rescission upheld, full restitution of the 2.61 M MAD and damages confirmed.
Two practical lessons. For the wronged buyer: the formal notice (through a bailiff or registered letter) is the key that opens the judicial route — do not wait ten years to use it. For the drafter: this mechanism is a safety net, not a strategy; a deadline stipulated at signing spares you years of litigation.
5. The clauses to demand before signing
Whether you sign a compromis or a promesse, demand these clauses — they are what turn a fragile paper into a solid commitment:
- A precise performance deadline: a fixed term (6, 9, 12 months) or one tied to a defined event (clearance of a pre-emption right, permit, mortgage release).
- An automatic-rescission clause at the deadline if the final deed is not signed — it avoids going to court.
- Refund terms for the deposit if the seller defaults: within X days, to a designated account, unconditionally.
- Liquidated damages (penalty clause) in case of a party's fault, to avoid an under-assessment of the loss in court.
- Late-completion penalties beyond the date set for the final deed.
- Escrow of the price with a designated notary or adoul until final signature.
- Pre-registration (prénotation) at the land registry upon signing — protection against a double sale.
A useful reminder: since Law 39-08, a final property sale in Morocco is not made by private deed alone; the notary (Law 32-09) secures the parties' identity, the validity of the land title and any registered encumbrances. On the notary's exact scope, see our guide to the notary's role in a Moroccan property transaction.
6. What neither the compromis nor the promesse verifies: the price
A well-drafted preliminary agreement secures the commitment — it does not secure the value. The notary checks the law rigorously (title, capacity, mortgages, duties and taxes) but performs no economic valuation of the property: he records the price the parties agreed. Once the compromis is signed, that price is locked; renegotiating becomes legally delicate. That is why the independent appraisal is commissioned before signing, not after.
Our RICS-certified experts deliver reports compliant with the RICS Red Book — market value by comparables, verification of areas and price consistency — from 3,500 MAD excl. VAT, with a firm quote within 24 hours. ReaConsult, founded in 2019, has completed more than 5,000 appraisals and operates from 6 cities across Morocco (4.9/5 from 47 client reviews). One point of precision: a private appraisal informs and strengthens amicable negotiation; in court proceedings, the judge appoints the judicial expert — your report then serves as a technical reference for your counsel. Details on our real estate appraisal service.
7. FAQ
What is the difference between a compromis and a promesse de vente in Morocco?
The compromis is a bilateral commitment: seller and buyer bind themselves reciprocally, usually subject to conditions precedent. The unilateral promesse firmly binds only the seller; the buyer holds an option they are free to exercise or not within the agreed period. In Moroccan practice many deeds titled 'promesse' organise reciprocal commitments: the clauses, not the title, determine the real nature of the commitment.
Is the deposit paid at signing recoverable?
It depends on the contract. In a compromis, the deposit is in principle an advance on the price, refundable if a condition precedent fails. In a unilateral promise, it is often an immobilisation indemnity kept by the seller if the option is not exercised. Where the seller defaults, restitution applies: in ruling no. 4428 of 11/07/2023, the Casablanca Commercial Court of Appeal ordered full restitution of the 2,610,000 MAD paid, plus damages.
What if the preliminary agreement sets no performance deadline?
Serve a formal notice. The Casablanca Commercial Court of Appeal (ruling no. 4428 of 11/07/2023) held that a promesse with no stipulated deadline can be judicially rescinded: the formal notice (article 255 of the DOC) puts the seller in default, and prolonged inaction — ten years in that case, held to be an unreasonable time — left unanswered justifies rescission for non-performance (article 259 of the DOC), with restitution and damages.
Do I need a notary for a compromis or a promesse de vente?
Strongly recommended. The notary (Law 32-09) checks the parties' identity and capacity, the validity of the land title and registered encumbrances, computes duties and can hold the deposit in escrow. But he does not verify value: he records the price the parties agreed. Verifying the price is the role of an independent property appraisal, commissioned before signing.
How much does a property appraisal cost before signing?
From 3,500 MAD excl. VAT, firm quote within 24 hours depending on property type and location. RICS Red Book compliant report produced by RICS-certified experts: documented market value by comparables, a solid basis for negotiating the price before it is locked into the preliminary agreement.
About to sign a compromis or a promesse de vente?
Have the price validated before it is locked in. RICS-certified experts — market value by comparables, Red Book compliant report, anywhere in Morocco. Firm quote within 24 hours, from 3,500 MAD excl. VAT.
Note: This article provides a general legal overview for educational purposes and does not constitute legal advice. The qualification of a preliminary agreement and the fate of a deposit depend on the clauses actually stipulated and the circumstances of each case: have your draft deed reviewed by a notary or a lawyer before signing. For a documented valuation before you sign, see our real estate appraisal service, browse the ReaConsult blog, or read the version française of this article.