You Might Be Thinking…

“Isn’t it unfair if the seller can walk away just because someone else showed up?”
The better buyer clause is legally permitted (§ 2152–2153 Civil Code), but it must be expressly agreed in the contract. The buyer then knows that their purchase isn’t secure until the agreed period expires.

Clients Often Ask Me…

• How exactly does the better buyer clause work?

• How long can it be agreed for?

• What does “better buyer” mean – just a higher price, or other terms as well?

• How is it different from the pre-emption right?

• Is this clause suitable for real estate transactions?

Better Buyer Clause in a Nutshell

• Essence (§ 2152 Civil Code): the seller may prefer a new buyer if they appear within the set time limit.

• Time limits: 3 days for movable property, 1 year for real estate.

• Seller’s discretion: “better” doesn’t always mean higher price – it may mean faster payment or other advantages.

• Condition: the clause must be expressly agreed in the contract.

Risks and Common Mistakes

• Unclear definition of “better buyer” – leads to litigation.

• Missing the deadline – once expired, the seller can no longer enforce the clause.

• Abuse of the clause – seller uses it unfairly to block the buyer.

• Confusion with pre-emption right – the buyer mistakenly thinks they are secure.

How to Arrange the Better Buyer Clause Step by Step

1. Include it in writing in the contract.

2. Set a clear time limit – 3 days for movables, 1 year for real estate.

3. Define what counts as a “better buyer” – e.g., higher price, cash payment, quicker transfer.

4. Agree how exercising the clause must be notified.

5. Consider registration in the Land Register for real estate.

Lawyer’s Recommendation

• I recommend this clause only where the seller has real reason to expect competing offers.

• Buyers should be aware: if you agree to it, you risk losing the property to a new bidder.

• Include settlement rules in the contract – e.g., what happens with deposits or down payments.

Checklist for a Safe Better Buyer Clause

✔ written agreement
✔ clear time limit
✔ definition of “better buyer”
✔ rules for notification
✔ settlement of deposits and down payments

FAQ

How long can the seller wait for a better buyer?
3 days for movables, 1 year for real estate.

Does “better buyer” always mean someone offering more money?
Not necessarily. The seller may prefer other advantages, such as quicker payment.

Can this clause be entered in the Land Register?
Yes, if it concerns real estate.

How is it different from the pre-emption right?
In pre-emption right, the existing buyer has priority. In the better buyer clause, the seller can prefer a new buyer.