Is a pre-contract for sale valid in Romania if not notarized, and what remedies exist if the seller breaches?

Hello, the short answer is that in Romania, a pre-contract (promisiune de vânzare-cumpărare / antecontract) is valid and binding even if it's not notarised. You usually can either (1) force the seller to sign on the original terms through the court or (2) walk away and recover your deposit (sometimes in double), plus damages, but there are conditions to be met and a 6-month time limit for the “forced sale” route.

In your case, if you want to force the buying/selling, the most important thing to have in mind is the 6 months time-limit from the date set in the pre-contract for signing the final sale (that date is your reference point for the special limitation period).

If the seller wants to alter the contract, this may be your chance to either modify the contract in your favor (double the deposit and/or other clauses), or you can try the legal remedies (1) and (2)

My immediate advice is to document everything, especially the seller's refusal, and if you choose to, send a notice, either to conclude the final contract or to get your deposit (or double, depending on the contract) back.

Kind regards,
lawyer Laurentiu-Paul POP

Based on Romanian law, here's what you need to know about your pre-contract situation:

Validity Without Notarization
Romanian law does not impose a specific form for concluding a pre-contract for sale – parties have the freedom to choose whether to sign a document under private signature or in authenticated form.

This means your pre-contract is valid even without notarization. However, there's an important distinction: while pre-contracts do not need to be concluded in authenticated form, they can be registered with the Land Book.

Registration is optional but highly valuable for your protection, as it creates a public record of your claim on the property.

Enforceability of Your Pre-Contract:
Your pre-contract is legally binding on both parties. If one party does not comply with a promissory agreement (pre-contract), the other party may sue for a declaratory judgment in lieu of a sale and purchase agreement, or for damages.

This is significant: you're not limited to just recovering your deposit—you have recourse to enforce the agreement itself.

However, enforceability has limitations. Authentic documents represent an enforceable title only when a certain, liquid, and enforceable claim is established. Therefore, the authentication of the pre-contract for the sale-purchase does not directly lead to the possibility of enforcement. In other words, simply having an authenticated pre-contract doesn't automatically allow enforcement through a bailiff; you must first obtain a court judgment.

Available Remedies
You have two primary remedies if the seller breaches:

1. Substitute Judgment: A remedy is the pronouncement of a decision which substitutes the contract. This remedy is applicable where any of the parties unjustifiably refuses to conclude the contract, however, the fulfillment of other validity conditions must also be taken into account.

2. Damages and Deposit Recovery: You can pursue damages caused by non-fulfillment of obligations and seek return of your deposit.

Protecting your deposit: Whether you recover it depends heavily on your pre-contract's penalty clauses and breach provisions. A lawyer can determine if the deposit is at risk or if the seller's refusal triggers forfeiture provisions favoring you.

Given the complexity and the stakes involved, consulting a specialized Romanian real estate lawyer is essential before taking further action.