1. Unilateral or synallagmatic: who commits to what?
The unilateral promise binds only one party. The promisor undertakes to sell (or, more rarely, to buy) on defined terms — price, description, deadline — and the beneficiary holds an option: they are free to exercise it or not during the agreed period. As long as the option is not exercised, there is no sale; if it is exercised within the deadline, the promisor is bound.
The synallagmatic promise — this is what practice calls the compromis de vente — binds both parties mutually: one to sell, the other to buy, at the agreed price and terms. It is the usual preliminary contract in property transactions: it organises the period between agreement and the final deed (financing, title checks, clearing the conditions precedent).
The common point, too often misunderstood: in both cases, the preliminary contract creates obligations to conclude — it does not transfer ownership. Whoever signs a compromis is not the owner; they are the creditor of an obligation to reiterate the sale in proper form.
2. The legal effects of the compromis: what it does — and what it does not
- It does not transfer ownership. Since law 39-08 (Code of Real Rights, dahir of 22 November 2011), the transfer of a real property right requires a qualified form — an authentic deed by a notary (law 32-09) or by adouls — and, for a registered property, it is the entry in the land title that makes the right enforceable against third parties.
- It binds the signatories. Whoever then refuses to reiterate the deed is exposed to the penalties for non-performance: formal notice, then performance or rescission with restitution and damages, depending on the clauses and the judge's assessment.
- It opens windows not to be missed. It is on the basis of the compromis that the bank processes the loan; and it is the date of the compromis that triggers the 30-day window for the seller's prior tax ruling request (article 234 quinquies of the General Tax Code).
- Its form determines its strength. The secured practice is the compromis countersigned by a notary — with conditions precedent, an escrowed deposit and registration. A purely private compromis, signed on a street corner, can document the agreement and the payments, but it leaves the buyer exposed to the seller's withdrawal. For the choice of drafter depending on the property's status, see adouls vs notaries: which deed to choose.
3. The deadline: clause no. 1 — and the lesson of the Casablanca Commercial Court of Appeal 2023 ruling
The case is instructive. A sale promise for a plot of land signed on 3 May 2012; the buyer pays the full price — 2,610,000 MAD in three instalments between 2012 and 2013 — then the seller settles into silence: no completion, no title transfer. Ten years later, in July 2022, the buyer sends a formal notice of 15 days, left unanswered. The Casablanca Commercial Court of Appeal (ruling no. 4428 of 11 July 2023) upholds judicial rescission: full restitution of the sums paid, plus damages — even though the promise stipulated no completion deadline. We comment on the ruling in detail in our analysis of the promise without a deadline.
Two rules to take away. First, the absence of a deadline is not the absence of an obligation: article 255 of the DOC allows formal notice to supplement the absence of a contractual deadline, and article 259 of the DOC opens judicial rescission for non-performance when the debtor remains in default. Second, the judge assesses the « unreasonable delay » in concreto: for a simple property sale promise, normal completion falls between 3 and 12 months; beyond 24 months without visible diligence from the seller, the buyer may reasonably activate formal notice rather than wait.
The drafting lesson is direct: always stipulate a precise completion deadline — a fixed duration (6, 9 or 12 months) or a determined event (clearing a right of pre-emption, obtaining a permit, mortgage release) — coupled with a clause of automatic rescission at the deadline if the authentic deed is not signed. This is what avoids the judicial route and its years of procedure.
4. The mortgage condition precedent — and the other conditions to write down in black and white
The condition precedent for obtaining a loan is the cardinal protection for the buyer financing on credit: if the bank refuses, the compromis falls away and the deposit is returned. Without it, a buyer whose credit is refused risks losing the deposit. The prudent practice, detailed in our mortgage guide: obtain a written agreement in principle before signing, then include the condition precedent with a precise object (amount, term, deadline for obtaining) — knowing that the bank will require a notarised deed for the mortgage security.
- Condition of clean land status: a property certificate revealing no mortgage, no opposition, no incompatible entry — see how to verify a land title before buying.
- Condition of administrative authorisation (permit, use) for operations that depend on it: case law on the definitive refusal of a permit qualified as force majeure (article 268 of the DOC) invites stipulating rescission if the authorisation becomes impossible, and capping the wait (12, 18 or 24 months).
- Drafting of each condition: a precise object, a deadline, who carries out which step, and the fate of the deposit in each scenario. A vague condition is a source of dispute, not a protection.
5. Penalty clause, escrow, pre-notation: arming the compromis
- Penalty clause (liquidated damages): 10 to 20% of the price in the event of culpable default. It deters convenience withdrawals and avoids judicial undervaluation of the loss. Ensure its symmetry: it must apply against the defaulting seller as against the defaulting buyer.
- Late penalties beyond the date set for the authentic deed: for example 1% of the price per month, capped at 10% — enough to penalise slowness without blocking the transaction.
- Escrow of the deposit with the notary (or the bank) — never in the seller's hands — with written restitution terms: within how many days, to which account, unconditionally in the event of the other party's default.
- Pre-notation in the land register from signing, for a registered property: it is the concrete protection against double sale during the period between the compromis and the final deed.
- Recent property certificate: dated less than 30 days before any commitment, and a same-day certificate before the final deed.
6. The price of the compromis: lock in the value before signing
The compromis fixes the price. Renegotiating after signing — because the bank's appraisal comes out lower, because the technical inspection reveals defects — is always harder than negotiating before. This is why value deserves to be documented ahead of signing: an independent appraisal report established by RICS-certified experts — condition observed, surfaces verified, comparables documented, explicit methodology — gives both buyer and seller an objective basis to set the price and calibrate the clauses (deposit amount, proportionate penalty clause).
A useful clarification: a private appraisal supports amicable negotiation — setting the price, unlocking a discussion, backing a file. If the dispute later escalates into a lawsuit, it is the judge who appoints the judicial expert; the upfront independent appraisal serves precisely to avoid reaching that point, and to support your position with third parties. Report in 5 to 8 days (48-72 h express), from 3,500 MAD excl. tax, firm quote within 24 h — over 5,000 appraisals completed, 4.9/5 across 47 reviews.
7. FAQ
What is the difference between a unilateral promise and a synallagmatic promise (compromis)?
In a unilateral promise, only the promisor is bound — the beneficiary holds an option they exercise or not during the agreed period. In a synallagmatic promise, the compromis of practice, both parties are mutually bound to sell and to buy at the agreed price. In both cases, the preliminary contract creates obligations to conclude but does not transfer ownership.
Is a compromis signed between private parties, without a notary, valid?
It can document the agreement and the sums paid, but it transfers no real right: since law 39-08, transfer requires a qualified form (notarised deed — law 32-09 — or adoulaire). The secured practice is a compromis countersigned by a notary, with conditions precedent, an escrowed deposit and registration. Confirm your situation with your notary.
My promise sets no deadline: am I without recourse?
No. The Casablanca Commercial Court of Appeal (ruling no. 4428 of 11/07/2023) upheld the rescission of a promise without a deadline after ten years of the seller's inaction: formal notice (article 255 of the DOC) supplements the absence of a contractual deadline and, left unanswered, opens judicial rescission for non-performance (article 259 of the DOC), with restitution of the sums paid and damages. Do not wait ten years: issue formal notice as soon as the delay becomes unreasonable.
Is the mortgage condition precedent mandatory?
No — and that is the trap. Without it, a buyer whose loan is refused risks losing the deposit. Obtain a written agreement in principle from the bank before signing, and have a precise condition precedent drafted: loan amount, term, deadline for obtaining, fate of the deposit if refused.
What is the purpose of an appraisal before signing a compromis?
To lock in the price on an objective basis before it is fixed. The independent report compliant with RICS standards documents the condition, surfaces and value of the property: it supports amicable negotiation of the price and clauses, on the buyer's side as on the seller's. From 3,500 MAD excl. tax, report in 5 to 8 days (48-72 h express), quote within 24 h.
Signing a compromis? Set the value before you fix the price.
RICS-certified experts — an independent appraisal report supporting your negotiation and clauses, in 5 to 8 days (48-72 h express). Reports compliant with RICS standards, everywhere in Morocco.
Note: This article presents the general framework of property preliminary contracts in Morocco (DOC, law 39-08) and the lessons of the Casablanca Commercial Court of Appeal ruling no. 4428 of 11 July 2023; the drafting of a promise or a compromis depends on each situation and the texts in force — have your clauses validated by your notary or lawyer. To document the value of your property before signing, see our real estate appraisal service or the blog.