A property transaction is a complex operation involving significant sums of money. It requires rigorous legal security at every stage, from negotiation through to the execution of the deed of sale.
Miraï Avocats assists buyers, sellers and developers in all their property transactions in Paris and the Île-de-France region, from due diligence through to the satisfaction of conditions precedent and execution before the notary.
Pre-Transaction Advice and Audit
Legal Analysis of the Property
Prior to any acquisition, the firm carries out a comprehensive audit of the property: verification of the chain of title (title documents over 30 years), analysis of easements and mortgages, compliance review against planning regulations, examination of existing leases and clauses binding on the buyer, and identification of legal risks that may affect the value or use of the property.
Advice on the Legal Structure of the Acquisition
The acquisition may be structured in a personal capacity, through a SCI (civil property company), or within a commercial entity. Each option has distinct tax, succession and management implications. The firm advises clients on the structure best suited to their asset management objectives and analyses the consequences in terms of VAT, registration duties and income taxation.
Preliminary Agreement
Drafting and Negotiating the Preliminary Agreement
The preliminary agreement (compromis or unilateral promise of sale) binds the parties well before the execution of the deed of sale. Its drafting must be precise and comprehensive: conditions precedent (mortgage approval, absence of pre-emption rights, planning permission), withdrawal and deposit clauses, escrow arrangements and right of withdrawal provisions. The firm drafts or reviews these instruments to protect its clients' interests at this critical stage.
Pre-Emption Rights and Clearance
Many properties are subject to pre-emption rights — urban (DPU), commercial, or in favour of sitting tenants — which must be cleared before completion. The firm verifies the existence and scope of these rights, manages notification procedures and, where applicable, challenges unlawful exercise of pre-emption rights before the administrative courts.
Legal Due Diligence
Legal due diligence is essential for transactions involving significant assets or high-risk properties. It includes an in-depth examination of title documents and the mortgage position, verification of building compliance with planning permission and regulations, analysis of leases and ongoing litigation, and review of the property's administrative status (mandatory surveys, ongoing proceedings).
Assistance Through to Completion
Coordination with the Notary
In France, property sales are evidenced by a notarial deed. The lawyer is not the notary, but is the client's counsel: they analyse the draft deed prepared by the notary, verify that its terms correspond to the commitments made in the preliminary agreement, and flag any clause that may be prejudicial to the client's interests. They also advise on financing, escrow and apportionment of charges at the completion date.
Satisfaction of Conditions Precedent
The period between the preliminary agreement and completion is often a source of disputes: mortgage refusal, discovery of a latent defect, late exercise of pre-emption rights, difficulty obtaining vacant possession. The firm advises clients on the legal consequences of such events and, if necessary, initiates appropriate proceedings to protect their rights.
Seller's Legal Warranties
The seller is bound by two principal legal warranties: the warranty of quiet enjoyment (ensuring the buyer's peaceful possession of the property) and the warranty against latent defects (covering non-apparent defects rendering the property unfit for its normal use). In cases involving these warranties, the firm represents sellers and buyers before the courts, whether to obtain rescission of the sale, a price reduction or damages.