Purchase-and-Sale Agreement (Compromisso de Compra e Venda)

The purchase-and-sale agreement (also called a promise to purchase and sell, compromisso or promessa de compra e venda) is the contract by which the parties commit to executing, at a future date, the final public deed of purchase and sale for the property. It is the most common instrument used in Brazilian real estate transactions.

• Form: it can be executed as a public instrument (at a notary’s office) or as a private instrument. Article 462 of the Civil Code does not require any special form for a preliminary contract.
• Registration at the CRI: when registered at the Real Estate Registry Office, the agreement creates a real right to acquire the property (Article 1,417 of the Civil Code). The seller cannot sell the property to anyone else while the agreement remains registered.
• Right to compel conveyance (adjudicação compulsória): if the seller refuses to execute the deed after the full price has been paid, the buyer can obtain a court order transferring ownership. STJ Precedent 239 establishes that this remedy is available even if the agreement was never registered.
• Withdrawal clause: without one, the contract is binding, and neither party can unilaterally withdraw without being in default.
• ITBI: in Florianópolis, the municipality requires ITBI (at a 2% rate) before the deed is executed, not when the agreement is signed (STJ Topic 1,113).
• Off-plan properties: Law 13.786/2018 governs contract terminations (distratos) in this context.

In Florianópolis, this agreement is used in virtually every new development and in transactions involving bank financing. In deals between private parties, it’s common to have a 60- to 90-day gap between signing the agreement and executing the deed.