(Judgment of the Supreme Court of 9 April 2026, File No. 24 Cdo 81/2026)
In this decision, the Supreme Court addressed the question of whether a purchase agreement concerning immovable property may be validly concluded without specifying a particular purchase price or at least the method of determining it.
The claimant and the seller entered into a purchase agreement for the transfer of co-ownership interests in several plots of land. The contracting parties expressly stated in the agreement that they were concluding it without determining the purchase price pursuant to Section 2085(2) of the Civil Code in conjunction with Section 2131 of the Civil Code, and that the usual price was to be deemed the agreed price. However, the cadastral office rejected the application for registration of the ownership right on the grounds that the purchase agreement did not contain a duly agreed purchase price or a method for determining it. This conclusion was subsequently upheld by both the Regional Court and the High Court.
The Supreme Court, however, disagreed with this interpretation. It emphasised that, under the current legislation, the specific amount of the purchase price is not an essential requirement of a purchase agreement. What is essential is that the transfer remains for consideration and that the will of the contracting parties to conclude a purchase agreement even without determining a specific price is clear. In such a case, the statutory mechanism under Section 2085(2) of the Civil Code applies, according to which the agreed price is deemed to be the price for which a comparable item is usually sold at the relevant place and time.
The Supreme Court further considered whether this provision may also be applied to transfers of immovable property, even though it is systematically included in the part of the Civil Code governing the purchase of movable items. It concluded that, through Section 2131 of the Civil Code, Section 2085(2) of the Civil Code may be applied mutatis mutandis also to purchase agreements concerning immovable property. Such an interpretation is supported both by the structure of the Act and by the principle of the autonomy of will of the contracting parties, as well as by the general principle favouring an interpretation that preserves the validity of a contract over an interpretation leading to its invalidity.
The Supreme Court therefore concluded that where a written purchase agreement concerning immovable property clearly expresses the parties’ will to conclude a purchase agreement for consideration without determining the purchase price, such arrangement is valid. In such a case, the agreed price is deemed to be the usual price of comparable immovable property at the time of conclusion of the agreement and under comparable contractual terms. The cadastral office therefore cannot reject an application for registration of ownership rights merely on the grounds that the agreement does not contain a specific amount of the purchase price.
The Supreme Court therefore changed the decisions of the lower courts and decided the merits of the case itself. It amended the judgment of the High Court in Prague as well as the judgment of the Regional Court in Prague by permitting the registration of the buyer’s ownership right in the Land Register on the basis of the purchase agreement in question. At the same time, it replaced the original decision of the cadastral office rejecting the application for registration.
The decision represents an important clarification of the interpretation of purchase agreements under the Civil Code, particularly as regards the possibility of concluding a purchase agreement concerning immovable property without expressly determining the purchase price. At the same time, it confirms the strong emphasis placed by current private law regulation on the autonomy of will of the contracting parties and on preserving the validity of legal acts where their content and purpose are sufficiently clear.
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