In a recent decision, the Supreme Court ruled on whether the Land Registry shall register the ownership of the pre-emptor if he does not accept the seller’s offer in its entirety or whether the application for registration should be rejected in such cases.
In the underlying case, the pre-emptor intended to exercise his pre-emption right but not according to the terms stipulated in the call for bids. The land registry acting at first instance registered the original buyer’s title on the basis of the application for registration. On appeal by the pre-emptor, the land registry acting at second instance modified the first instance decision and rejected the application for registration of the buyer’s title. This time the buyer appealed and the administrative court modified the decision of the second instance authority and ordered the registration of the buyer’s title. Finally, the second instance authority sought remedy at the Supreme Court.
The Supreme Court established that the land registry is an arbitral authority and therefore, if they consider that the declaration of the pre-emptor does not comply with the material law, whether for reasons of substance or form, it must register the buyer’s title in the land register. Likewise, if the authority concludes that the declaration of the pre-emptor meets the legal conditions, the buyer’s title can only be registered if the pre-emptor does not demonstrate the filing of an action to annul the resolution within the time limit set out in the notice of the land registry. If the commencement of the civil action is demonstrated, the registration procedure shall be suspended and the title shall be registered contingent to the adequate outcome of the action.
In light of the above, the relationship between the declarations of pre-emptors and buyers seems to be clarified. The case law decision confirms our position that only a declaration of acceptance, which is complete in form and substance, is suitable to create a contract of sale and purchase between the seller and the pre-emptor. Any other statement by the pre-emptor can only be interpreted as an offer which the seller is not obliged to accept.