Can a promise to purchase be withdrawn?

Rule: Irrevocability of the promise to purchase

The promise to purchase signed by the buyer shall be binding on him until the expiry of the acceptance period indicated in clause 14.1. The broker must always inform the buyer that his promise to purchase binds him to the seller as soon as it is signed.

Exception: revocation of the promise to purchase

The promise to purchase may be revoked before it is received by the seller or presented to the seller.¹

It should be noted that when a broker is involved in a transaction, the receipt and presentation of the promise to purchase are presumed to take place at the same time. Remember that the broker has an obligation to present any transaction proposal as soon as possible after its receipt.²

If the promise to purchase is revoked, should the broker still present it to the seller?

Yes, if:

• the broker had already informed the seller that the promise to purchase would be presented to him. The broker must then clearly tell the seller that he cannot accept this promise to purchase because it is revoked. The broker must keep the promise to purchase and proof of its revocation on file and note that he has informed the seller of the situation.

No, if:

• the seller was never informed that this promise to purchase would be made to him. The broker must keep the promise to purchase and proof of its revocation on file.

If the buyer has indicated that he wants to revoke his promise to purchase, but neither the seller nor the broker has received the revocation of the promise to purchase, the broker must present the promise to purchase to the seller. The seller can accept this promise to purchase because it is still in force. The broker must also inform the seller of the buyer's intention not to proceed with the transaction so that the seller can make an informed decision, as this may lead to a dispute.