When submitting an offer to purchase a property, it is common to have certain uncertainties and want to subject the offer to further checks: Are there planning issues that require verification? Should technical inspections be carried out? Or perhaps you wish to “secure” the property before another buyer intervenes, but without exposing yourself to unnecessary risk.
This is precisely the function the “condizione sospensiva” you can subject the offer to a condition and the contract does not come into effect until the condition is fulfilled. The offer is only binding if the outcome of the checks is satisfactory and if not satisfied, the party is released from the contract without penalties.
The closest equivalent in US property law is the Contingency Clause and UK Law is the Condition Precedent, both operate exactly like a suspensive condition in Italian law called “condizione sospensiva”: No obligation to complete the purchase unless the condition is fulfilled.
Definition- Clear and Simple
A suspensive condition is a clause inserted into a preliminary sale agreement stating that: “The contract is concluded, but it shall not take effect until a specific event occurs.”
In practical terms:
The contract remains in a state of suspension; and it becomes effective and enforceable only when the condition is satisfied.
Common Examples of Suspensive Conditions
A suspensive condition may be included where:
- In general when you intend to make an offer promptly but need time to carry out the necessary technical or legal checks.
- Legal due diligence is necessary (e.g., verification of mortgages, charges, encumbrances, or enforcement actions);
- You wish to have the property surveyed or inspected by a qualified professional;
Planning and compliance checks are required (e.g., planning permission, building regulation compliance, regularisation of past breaches, or land registry conformity);
Suspensive condition for mortgage approval
Where a buyer intends to obtain a mortgage, it is not advisable to “reserve” a property without confirming financial eligibility.
If you wish to avoid being bound if the bank refuses financing, you should first undergo an income and affordability assessment, obtain a pre-approval or mortgage in principle, and only then submit your offer.
What Happens if the Condition Is Satisfied?
If the specified condition is met:
- The contract becomes fully valid and binding;
- The sale proceeds under the agreed terms;
- All agreed obligations- including payment of the deposit, brokerage commission, and any other contractual duties- become operative.
What Happens if the Condition Is NOT Met?
This is the point of greatest relevance for buyers.
If the condition is not fulfilled, the agreement is treated as though it never came into existence. Consequently:
- The estate agent is not entitled to any commission;
- The buyer’s deposit must be refunded in full;
- Neither party is obliged to complete the transaction;
- No penalties or contractual charges are payable.
This mechanism offers an effective safeguard when due diligence is required or when you need to act quickly to secure a property without incurring financial exposure.