The promissory contract of purchase and sale (CPCV) is, in practice, the moment when the deal is decided. It is there that the price, the timeframe, the conditions and — above all — the guarantees are fixed. A well-drafted CPCV protects; a careless one turns a good deal into a liability.
What the promissory contract is
Under a promissory contract, the parties undertake to enter into the definitive contract in the future (Article 410 of the Civil Code). Where it concerns a promise to transfer real property, the law requires written form and, as a rule, the in-person authentication of signatures and certification that a use or construction permit exists (Article 410(3) of the Civil Code). Form is no mere detail: it is a condition of protection.
The deposit (sinal): the central piece
In promissory contracts of purchase and sale, any sum paid by the prospective buyer is presumed to have the character of a deposit — sinal (Article 441 of the Civil Code). The deposit regime is the core of the protection (Article 442):
- If the party in breach is the prospective buyer, they forfeit the deposit to the seller.
- If the party in breach is the prospective seller, they must return double the deposit.
- Alternatively, where the property has been handed over, the updated value of the property, less the price, may be demanded.
Sizing the deposit correctly — and clarifying its regime in the contract — is what determines who is protected if the deal falls through.
Specific performance and effectiveness in rem
If the other party refuses to perform, the faithful promisor may ask the court to issue a judgment equivalent to the definitive contract — so-called specific performance (Article 830 of the Civil Code). And, to shield the position against third parties, a promise relating to real property may be given effectiveness in rem through registration (Article 413 of the Civil Code), thereby becoming enforceable against anyone who subsequently acquires the property.
The clauses that make the difference
Beyond the deposit, a solid CPCV provides for: conditions precedent (approved financing, clean certificates, confirmed permits), deadlines and the consequences of default, allocation of charges, exit clauses and the fate of the deposit in each scenario. This is where preventive drafting avoids disputes.
A development to bear in mind in 2026
Under the new Legal Framework for Urbanisation and Building (Decree-Law No. 108/2026 of 29 May, in force from 3 August 2026), it becomes mandatory to declare, in transactions involving property, whether a planning title exists. It is one more reason to confirm the planning situation before signing the promissory contract, rather than at the notary’s office.
I have already signed a CPCV. Can I still be advised?
Yes — and the sooner, the better. Reviewing the clauses, the deposit regime and the avenues for breach or termination makes it possible to protect the contractual position before the situation worsens.
About to sign (or already signed) a promissory contract? Paulo Silva Silva, Advogado, assists buyers and sellers in negotiating and drafting the CPCV, with a focus on protecting the deposit and the terms of the deal. Book a meeting or contact paulosilvasilva.adv@gmail.com · 916 055 901.
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The information in this article is general and institutional in nature; it does not constitute legal advice and does not create a client relationship. Always confirm the version in force of the statutes cited in the Diário da República (dre.pt).