Seller silent for 10 years
how to recover your MAD 2.61 million (Casablanca Commercial Court 2023)

1. No deadline is not no obligation

The traditional defense of a silent seller is comfortable: the promise sets no deadline, so I am in default of no deadline. The court shuts down this escape route sharply: silence does not release you. Where the deadline is not stipulated, it is the formal notice that puts the seller in default. Once that formal notice goes unanswered within a reasonable time, the buyer can seek judicial rescission.

Article 255 of the DOC is the centerpiece: it expressly provides that a formal notice can substitute for the absence of a contractual deadline. Article 259, in turn, authorizes judicial rescission for non-performance where the debtor remains in default. Combining the two gives the wronged buyer an operational tool — you simply send a properly formalized formal notice, wait for the deadline, and sue.

2. The “unreasonable delay” test

The court applies an assessment standard: 10 years of inaction constitute an unreasonable delay. But where is the line? Moroccan case law has set no precise duration — the assessment is in concreto. What matters is the gap between the “normal” time to perform a similar obligation and the time actually elapsed. For a simple property sale promise, the normal time is 3 to 12 months. Beyond 24 months with no visible diligence from the seller, the buyer can reasonably conclude that performance will not come — and activate the formal notice.

3. The contractual lesson: always stipulate a deadline

The ruling teaches drafters of promises what not to do — or rather what they absolutely must do. Here are the essential clauses of a solid property sale promise in Morocco:

• Precise performance deadline: a fixed duration (6, 9, 12 months) or one conditioned on a specific event (clearance of a pre-emption right, obtaining a permit, mortgage release)
• Automatic-rescission clause at the deadline if one party has not signed the authentic deed. Avoids the judicial route
• Restitution terms in the event of seller default: within X days to the stated account, unconditionally
• Liquidated damages: 10-20% of the price for culpable default — a penalty clause that avoids judicial under-valuation
• Late penalties beyond the authentic-deed signing date: 1% of the price per month capped at 10%
• Price escrow with a designated notary or adoul until the authentic deed is signed
• Pre-notation on the land register as soon as the promise is signed — protection against a double sale

4. Wronged buyers: the right protocol

If you are a buyer in this situation — promise signed, price paid, sale never completed by a silent seller — here is the playbook:

1. Reconstruct the timeline with all supporting documents: promise, transfers, exchanges, letters, witness statements
2. Send a formal notice by bailiff (or registered mail with acknowledgment of receipt) to the seller, detailing the sums paid, the non-performance, demanding completion or restitution within a short period (15 to 30 days)
3. Have an updated appraisal prepared of the land value to quantify the loss (e.g. the differential between the 2012 value and the current value)
4. File for interim measures (protective seizure of the seller's assets, freezing of the land) AND on the merits for rescission and restitution
5. Claim default interest on the period the capital was tied up + liquidated damages if the promise provides for them

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