GIPE Newsletter (Nº 24.193) December, 2nd 2025

REAL ESTATE:

DEPOSIT AGREEMENT FOR A COMMERCIAL PREMISES

Include a clause in the deposit agreement that establishes a period during which the buyer can review relevant aspects of the property, such as zoning issues, the status of business licenses, or any other pertinent documentation (community meeting minutes, among others).

The clause could be as follows:

(…) “However, if during the period between the date of this agreement and the date of the sale, the buyer detects any of the issues described in clause…, or any misrepresentations made by the seller in this document, or has been unable to access the complete information described in clause…, the buyer may terminate this agreement, and the seller will immediately refund all amounts paid up to the date of notification of termination, without further consequences for either party.”

• Example 1: An open municipal inspection procedure related to the business activity carried out in the premises or its license.
• Example 2: The air conditioning compressor was installed without authorization from the community of owners, and according to the minutes, they are likely to demand its removal.

Include a withdrawal clause in the earnest money contract that allows you to cancel the transaction without losing the deposit if you discover any problems or irregularities related to the property.

REAL ESTATE TRANSACTION:

THE FACILITIES ARE OLD…

A buyer filed a claim against the seller for alleged hidden defects, claiming that a month after finalizing the transaction, a water leak occurred due to corrosion of the pipes on their property.

Note: However, the courts dismissed the claim [Pontevedra Provincial Court, July 22, 2025]. In this ruling, the court concluded that it could not be considered a serious defect, given that the deterioration of the pipes was inherent to the age of the property.

It is also not understood that there is a hidden defect in relation to a community assessment approved three months after the sale: since it was agreed and accrued after the transfer of the property, the former owner is released from any responsibility.

GIPE: Together we will be stronger