Mgr. ANNA VEJMELKOVÁ, advokát

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WHEN A CONTRACT IS INEFFECTIVE – AND WHY THAT DOESN’T MEAN IT DOESN’T EXIST

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“I had a contract – and still lost the apartment.”

Ms. Hanka signed a deed of gift transferring an apartment to her daughter, but the daughter never registered the change in the Land Register. When the daughter later fell into debt, the apartment was auctioned off during enforcement proceedings. Hanka insisted it wasn’t her daughter’s anymore – but the contract was ineffective, because the transfer hadn’t been registered. She had a contract. But no apartment.

What is contractual ineffectiveness, how does it differ from invalidity, when does it arise, what does it mean for property transfers, how does registration affect the legal effect of a contract, and why a valid contract might still have no effect.

⚖️ What “contract ineffectiveness” means

  • A valid contract exists, but it does not produce legal effects towards third parties

  • Typical in cases where additional action is required before the contract takes effect

  • Common in real estate transfers, debt assignments, gifts, pledges, etc.


🧩 When a contract is ineffective

  • Real estate: until recorded in the Land Register

  • Debt assignment: if the debtor hasn’t been notified

  • Gift contracts: if the item hasn’t been handed over (e.g., a car without keys)

  • Pledges: if the right hasn’t been registered in the public registry


🚫 Risks of ineffectiveness

  • Asset loss during enforcement (e.g., property seized if not registered)

  • Inability to assert rights (e.g., assignee can’t sue the debtor)

  • False sense of protection – a contract exists, but has no legal effect externally


📚 Real-life example:

A man assigned a debt to his company. The debtor was unaware. When the company tried to enforce the claim, the court ruled that while the contract was valid, it had no effect on the debtor – and he didn’t have to pay until properly notified.


✅ Lawyer’s recommendation:

When signing a contract, verify whether signing is enough.
Ask: When does the contract become legally effective – and for whom?
For real estate, ensure registration in the Land Register. For assignments, notify the debtor.
Ineffectiveness is not invalidity – but its consequences can be just as serious.

Have you signed a contract and aren’t sure if it’s legally effective?
Get in touch – I’ll check its legal effects and recommend next steps.

Contact a legal professional – I specialize in contract law.
Learn more here.

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