The private agreement allocates risk before the deed
The public deed is not usually the first moment when the parties become legally bound. A private agreement can establish a binding sale and determine what each party must do before attending the notary. Review therefore involves more than correcting names or calculating the balance: it must test whether the findings of the investigation become workable obligations and protections.
Start by describing the transaction you believe you are buying: property and ancillary rights, physical condition, occupancy, intended use, financing and timing. Compare that description with the agreement. The differences matter more than the document's length. A long contract can still fail to explain who discharges an attachment or what happens if the home is not vacant. A shorter agreement may address the genuinely decisive matters with much greater precision and therefore be more useful to the buyer.
Legal framework and sources: BOE — Código Civil, contratación, compraventa y mandato ↗
Parties, authority and the interest being transferred
Check that the signatories can sell and transfer precisely the interest you need. Review powers of attorney, inherited ownership, company representation and, where relevant, spousal consent or matrimonial property arrangements. An outstanding signature is not adequately addressed by saying the seller will obtain it without setting a deadline and consequences if that cannot be achieved.
Identify the purchasers and their shares as well, particularly where financial contributions differ from legal ownership. Do not improvise a distribution at the notary that may have civil and tax consequences. If later nomination of another person or company is allowed, define the conditions, the original signer's continuing responsibility and potential tax implications. The contract should establish who bears the obligations even when it preserves carefully defined commercial flexibility. That distinction prevents convenience during negotiation from becoming uncertainty at completion.
Legal framework and sources: BOE — Código Civil, contratación, compraventa y mandato ↗
Description, area, ancillary rights and accepted condition
Attach the information identifying the registered property, cadastral reference, ancillary spaces and any inventory. Distinguish plot area, built area and usable internal area; one figure cannot represent all three. Where records conflict, describe the discrepancy and decide whether it must be corrected before completion, accepted with adequate information or covered by a condition. A sale-as-a-whole clause should not replace an explanation of a known material difference.
The accepted physical condition should correspond to actual information: inspections performed, disclosed defects and promised repairs. If equipment or an installation is essential, specify its condition and testing. Dated photographs and inventories can help when clearly incorporated into the agreement. Avoid declarations of perfect condition where the buyer has not been able to inspect relevant parts of the building or verify the statements being made.
Legal framework and sources: BOE — Código Civil, contratación, compraventa y mandato ↗BOE — Ley de Ordenación de la Edificación ↗
Charges: discharge promises and payment mechanics
An obligation to sell free of charges should identify exceptions and the procedure for removing existing entries. For a mortgage, distinguish the financial debt from the registered charge; for an attachment, obtain current information and a legally effective release route. Allocate costs and coordination and address what happens if the available sale proceeds cannot secure release.
Direct payment to a creditor or a price retention may be agreed, but the amount must be supported by evidence and cover the actual discharge requirements. Do not calculate an attachment solely from the principal shown in a registry extract where interest, costs or other amounts may apply. An inadequate retention can leave the purchaser with both a charge and insufficient funds. Where release depends on an uncertain permission or decision, a condition before completion may be more suitable than reliance on later regularisation.
Legal framework and sources: BOE — Código Civil, contratación, compraventa y mandato ↗
Occupancy, leases and handing over possession
If you are buying with vacant possession, define physical handover and when it will be checked. A seller's statement does not replace investigation of known agreements or actual occupation. Where a tenancy exists, review succession to the landlord's position, the tenant's rights and termination evidence where applicable. Sale does not automatically permit removal of someone with a right to occupy.
A seller remaining temporarily after the deed requires a specific arrangement covering departure, expenses, liability, insurance, access and proportionate security. Do not leave this as an oral favour after paying the price. Address retained furniture, removal of belongings, keys and access devices as well. The agreement should distinguish compliant handover from partial delivery so that payment and possession reflect the same commercial bargain. Otherwise a seemingly minor concession can become a difficult possession dispute.
Legal framework and sources: BOE — Código Civil, contratación, compraventa y mandato ↗BOE — Ley de Arrendamientos Urbanos ↗
Price, taxes and completion adjustments
The agreement must reconcile the price, reservation, advances, payments to third parties and remaining balance. Separate purchaser taxes, allocated expenses and the seller's tax obligations; contractual allocation does not change who is liable to the authority. Check the seller's tax residence where the three-percent nonresident withholding may apply. It changes distribution of the purchase price rather than creating an additional amount to add again to that price.
Address community charges, special assessments, utilities and other adjustments with dates and evidence. The property's exposure to community debt requires separate attention and does not disappear because the seller promises to be up to date. Where costs are not yet known, identify the estimate, responsible party and reconciliation process. The final payment statement should be reconstructible from the agreement and attachments without improvised negotiation at the signing appointment.
Legal framework and sources: BOE — Código Civil, contratación, compraventa y mandato ↗BOE — Ley de Propiedad Horizontal ↗AEAT — Retención del adquirente de un inmueble ↗
Seller statements and proportionate remedies
Request specific statements about proceedings, works, leases, notices and commitments within the seller's knowledge. Their value depends on verifiability and on the contract explaining the consequences of a material inaccuracy. A universal promise that no problem of any kind exists may create more argument than precise statements addressing the facts that matter to this purchase.
Define which breaches allow correction, retention, compensation or termination and how those remedies interact with the arras. Avoid a general acceptance clause that neutralises the seller's specific obligations. If the seller acts as a business and the buyer as a consumer, review transparency and unfair-term rules as well. Risk allocation should be intelligible and consistent with the information actually supplied, rather than a collection of disclaimers copied from unrelated transactions with different commercial assumptions and legal protections.
Legal framework and sources: BOE — Código Civil, contratación, compraventa y mandato ↗BOE — Ley General para la Defensa de los Consumidores y Usuarios ↗
Hidden defects and construction liabilities are different
In a resale, the Civil Code's hidden-defect regime requires analysis of the defect, seriousness, hidden nature and condition at delivery. Article 1490 provides six months from delivery for the actions it addresses. This is not a general three-year guarantee for every second-hand home. Other remedies based on contractual breach or the seller's conduct may be relevant, but they require their own legal basis.
The Building Act provides one-, three- and ten-year liability periods according to the category of damage and responsible party, calculated under its rules, plus a two-year limitation period for the corresponding actions from when damage occurs. These are not interchangeable labels. Preserve evidence, establish dates, give appropriate notice and seek prompt advice. Choosing the claim and protecting its deadline should not wait until informal discussions with the seller have run their course.
Legal framework and sources: BOE — Código Civil, contratación, compraventa y mandato ↗BOE — Ley de Ordenación de la Edificación ↗
Example: an outstanding debt and an undocumented alteration
Fictional example: a €320,000 home has an outstanding mortgage and a terrace incorporated into the living room. The initial agreement promises delivery free of charges and says the buyer accepts its current condition. The mortgage can potentially be handled through a bank certificate, direct payment and coordinated discharge. The terrace instead requires investigation of permission, planning status and the asset being transferred; an arbitrary retention does not resolve that issue.
The review separates the risks. It specifies the debt-payment mechanism and funds, while requiring documentation and a decision about the alteration before completion. If the buyer ultimately accepts the situation, that acceptance must follow an explained review and address its effect on price and use. Treating both issues as minor post-completion paperwork would conceal that one is a discharge exercise while the other could change the property's legal value.
Legal framework and sources: BOE — Código Civil, contratación, compraventa y mandato ↗
Finish with coherent attachments and an operational timetable
Keep the signed version, attachments, promised documents and timetable in one coherent file. Identify who obtains each certificate and when it must be reviewed. The later deed should preserve protections that still matter and record whether outstanding obligations have been satisfied or continue. Do not allow a general statement of receipt and full satisfaction to contradict a defect the parties agreed would be corrected after completion.
A professional review should end with understandable decisions: what is resolved, what requires amendment and what prevents a recommendation to sign. That makes negotiation precise. The aim is not to remove every imaginable risk, but to prevent important known risks from passing to the buyer through generic wording or failure to connect the evidence with the agreed financial terms and delivery obligations.
Legal framework and sources: BOE — Código Civil, contratación, compraventa y mandato ↗BOE — Ley General para la Defensa de los Consumidores y Usuarios ↗
Sources & further reading
BOE — Código Civil, contratación, compraventa y mandato ↗BOE — Ley General para la Defensa de los Consumidores y Usuarios ↗BOE — Ley de Ordenación de la Edificación ↗BOE — Ley de Arrendamientos Urbanos ↗BOE — Ley de Propiedad Horizontal ↗AEAT — Retención del adquirente de un inmueble ↗Editorial preview: professional legal review is pending. This guide provides general information and does not determine the legal position of a particular property.
Have a property in mind?
Bring the documents and questions from this guide into your property analysis.