CPCV in Portugal: the buyer's clause-by-clause check before signature

The CPCV is where commercial pressure becomes legal exposure

A contrato-promessa de compra e venda, or CPCV, usually commits the parties to complete the purchase later. It often requires a substantial deposit and sets the consequences if either side fails to complete.

The buyer should review the draft before signing, not after the transfer has been sent.

Parties and authority

Confirm the buyer and seller names, identification, marital status and signing capacity. Where the seller is a company, check the company and representative authority. Where a power of attorney is used, verify that it covers the promised sale.

If there are co-owners, spouses, heirs or multiple purchasing entities, the contract should reflect the correct parties and signatures.

Property identification

Compare the CPCV description with land-registry and tax records. Check the fraction, parking, storage, land, common areas and any furniture or equipment covered in the price.

Ambiguous marketing descriptions should not replace formal identification. If plans, specifications or an inventory matter, attach or identify them clearly.

Price and deposit

State the total price, payment dates, recipient accounts and the legal treatment of each amount. Understand whether a payment is a reservation fee, advance, deposit or sinal and what happens to it under default rules.

Avoid payment schedules that expose most of the price before the seller has delivered the agreed evidence or before the property reaches the agreed phase.

Financing protection

If the purchase depends on a mortgage, define the financing condition. It should address the required loan amount, valuation, final approval, evidence and deadline.

A clause that merely says the buyer intends to use finance may not protect the deposit. The contract should explain what happens if the bank refuses, delays or values the property below the assumptions used by the buyer.

Seller documents and due diligence

Identify which documents have been reviewed and which remain outstanding. The seller should have deadlines to provide missing records and a consequence should follow if those records reveal a material problem or are not delivered.

Relevant items may include updated registry information, tax description, use or construction documents, energy certificate, condominium declaration, meeting minutes, company authority, mortgage cancellation documents and project permits.

Existing mortgage and charges

If the seller has a mortgage, describe how it will be discharged and cancelled. The buyer should know whether part of the completion funds will be paid directly to the bank and what evidence supports the clean-registration process.

Other charges, pending registrations or rights of preference require transaction-specific analysis.

Completion date and extension rules

Use a date or objective mechanism that works with due diligence, bank approval, document delivery and the parties' availability. State how notice is given, who schedules the appointment and when an extension is permitted.

Do not leave the completion date to informal agreement if the deposit depends on timely performance.

Conditions before completion

List the matters that must be satisfied before the buyer transfers the balance. They may include clean or agreed registry position, seller authority, delivery of original documents, agreed repairs, vacant possession, mortgage cancellation and final deed approval.

A condition is stronger when the contract says what happens if it is not met.

Default and termination

Read the buyer default and seller default provisions together. Check notice, cure periods, deposit consequences, additional compensation, specific performance and dispute resolution.

Ensure the buyer is not treated as defaulting because the seller, bank or formalisation office failed to provide something outside the buyer's control.

Inspection, defects and covered items

If technical condition matters, connect the inspection to the contract. State whether the buyer can request repairs, renegotiate, retain funds or terminate for defined findings.

Identify furniture, appliances, parking controls and other items to remain. A verbal inventory is difficult to enforce after handover.

Final review questions

Before signing, the buyer should be able to explain:

• what has been verified;
• what remains missing;
• how much money is exposed;
• when the money can be recovered;
• what the seller must do;
• what happens if financing fails;
• how existing charges are removed;
• what must be true before completion.

CPCV Review converts the draft into a written buyer decision and amendment list. A contract is ready when the buyer understands the risk, not when the seller side says the template is usual.