Buyer Refuses to Complete the CPCV in Portugal: Seller Remedies

Your buyer has signed the promissory sale agreement, known as the CPCV, but is no longer moving towards completion. They may have missed the deed appointment, asked for more time or said that their bank will not lend. Before keeping the deposit or committing the property to someone else, establish what the contract required and whether the buyer's delay has become definitive non-performance.

A missed appointment does not, by itself, answer those questions. The result depends on the CPCV, the reason for non-completion, your own readiness to perform and the notices exchanged. A financing clause can change the outcome.

This guide addresses the seller's position when the buyer does not complete. If the seller is the party refusing to proceed, see seller refusal to complete the CPCV.

Start with the obligation the buyer has actually missed

Read the signed CPCV together with every amendment. Identify:

• The completion date and any agreed extensions.
• Who must arrange the deed or authenticated completion document.
• How much advance notice of the appointment must be given.
• What each party must provide before completion.
• The deposit actually paid and any later instalments.
• Financing, valuation or other conditions.
• The clauses governing default, notices and termination.

Build a dated chronology. Distinguish a buyer who is late in arranging an appointment from one who received a properly arranged appointment and failed to attend. Keep any statement that the buyer will not proceed, including the surrounding exchange. A request to renegotiate is not necessarily an unequivocal final refusal.

Check that you were ready to complete

The seller's own performance matters. Check the ownership documents, any required consents, the agreed treatment of mortgages and other charges, and the promised condition and availability of the property. Record when the buyer received the documents needed for completion.

If completion depended on something you had not supplied, attributing the failure entirely to the buyer may be difficult. The contractual sequence matters: not every document has to be delivered on the same date, and one party may have grounds to withhold performance while the other fails to meet a corresponding obligation.

The broader preparation process is covered in selling property in Portugal.

Delay is different from definitive non-performance

Portuguese law distinguishes delay, or mora, from definitive non-performance. Under Article 808 of the Civil Code, delay can become definitive non-performance where the creditor objectively loses interest in performance or the debtor fails to perform within a reasonable additional period fixed for that purpose.

A seller's preference for a higher offer does not establish the objective loss of interest required by that rule. Whether the CPCV contains a genuinely final deadline, or the buyer has made an unequivocal final refusal, also needs assessment. The legal effect comes from the facts and the agreement, rather than the label placed on a letter.

Where a reasonable final notice is needed, treating the contract as terminated before completing that step can put the seller's own position at risk. The relevant statutory framework includes Civil Code Articles 801, 804, 805 and 808.

What a final notice needs to achieve

A notice intended to convert delay into definitive non-performance should clearly identify the outstanding performance, provide a reasonable final opportunity to perform and state the consequence of failing to do so. Its deadline must work with the CPCV and the practical steps needed for completion.

There is no universal rule that every buyer must be given exactly seven, eight or fifteen days. For example, the Évora Court of Appeal considered an eight-day final period insufficient in circumstances involving a contractual fifteen-day appointment-notice requirement. That decision concerned a seller's dispute with an agency; it is useful for the notice analysis, not as an automatic ruling on every buyer's deposit. See the decision of 25 June 2025, process 2600/23.1T8STB.E1.

Have the proposed notice checked against the documents before sending it. A generic demand copied from another transaction can undermine an otherwise valid position.

Keep proof of delivery and the buyer's response

Preserve the notice, attachments, postal receipt, tracking history, delivery acknowledgement and any returned envelope. Keep emails and messages in their original form where possible.

Under Civil Code Article 224, effectiveness is connected to a declaration reaching the recipient's sphere or becoming known to them. The provision also addresses receipt prevented through the recipient's fault. An uncollected registered letter therefore requires factual analysis; it is not automatically effective in every case, or automatically ineffective.

There is no universal requirement for two identical letters. The contract, the content of the communications and the applicable legal steps determine what is needed.

What if the buyer's mortgage was refused?

Start with the financing clause. Does the CPCV make the purchase conditional on approval? What evidence, application steps and notification deadlines does it require? Does it cover a low valuation as well as outright refusal?

A bank refusal does not automatically entitle every buyer to a refund, and it does not automatically allow every seller to retain the deposit. In the Porto Court of Appeal decision of 19 November 2024, process 2744/23.0T8VLG.P1, the financing protection and the absence of proof that the buyer caused the financing failure supported return of the original deposit. The case did not establish a general right to double repayment whenever a refund is disputed.

See mortgage financing and the CPCV for the financing stage. For an existing dispute, keep the lender's decision and the buyer's application and notification evidence alongside the CPCV.

Can the seller keep the deposit and claim more?

Article 442(2) provides for retention of the sinal where non-performance is attributable to the party who gave it. For a typical seller receiving the deposit, the key questions include whether it is legally a sinal, whether the buyer is responsible for definitive non-performance and whether the contract has been validly brought to an end on that basis.

The rule does not mean that a defaulting buyer automatically owes the seller double the deposit. Double repayment is the corresponding statutory remedy against the defaulting party who received it. Nor can you retain money that was promised but never paid.

Under Article 442(4), deposit retention does not automatically come with additional compensation for every further loss. The statutory position and any contrary contractual agreement must be checked before adding agency fees, carrying costs or an alleged resale shortfall to the demand. See Civil Code Articles 441 and 442 and property deposits in Portugal.

What if you still want the buyer to complete?

An agreed extension, a negotiated exit and a claim seeking performance are different options. Compare them before choosing a remedy.

Specific performance, execução específica, can in appropriate circumstances produce a judgment replacing the missing contractual declaration. Article 830 contains a special rule for the building-related promises covered by Article 410(3); the existence of a deposit does not universally exclude that remedy. Its availability and usefulness depend on the agreement and the circumstances. It does not guarantee that an insolvent or unfunded buyer can pay.

Do not treat termination and compulsory completion of the same agreement as interchangeable demands. Your chosen legal position and any alternatives pleaded need to be consistent.

When can you accept another buyer?

Before entering a new binding commitment, establish whether the first CPCV has validly ended and whether any registered rights, pending proceedings or other restrictions affect the property. A buyer's silence, an agent removing a listing or your own announcement that the deal is over does not settle the legal position.

If the parties agree to end the transaction, record the financial settlement, the treatment of any keys or possession and the release of the relevant obligations. A clear settlement can reduce uncertainty, but it must reflect the rights and obligations actually being resolved.

What to send for a legal assessment

• The signed CPCV and amendments.
• Proof of every payment received.
• The completion appointment and notice evidence.
• The chronology of missed obligations and extensions.
• The full correspondence with the buyer and agent.
• Any financing decision and documents supplied under a financing clause.
• Your ownership and completion documents.
• Any new offer, draft settlement or notice you are considering.

Buyer not completing your property purchase?

Send the CPCV, payment records and the recent communications for an assessment of the dispute. The documents will help establish whether the next step is a notice, a negotiated solution or consideration of a court remedy, and what you should resolve before committing to another sale.