Estate Agent Commission After a Failed Property Sale in Portugal

A Portuguese property sale has fallen through, but the estate agency has sent an invoice or refuses to return commission already paid. Start with the agency contract, the stage the transaction reached and the evidence explaining why it stopped. The absence of a final sale does not settle the commission question by itself.

This guide addresses the seller's liability to the agency. For your rights against a defaulting buyer, use the separate guide to buyer refusal to complete the CPCV.

Read the agency contract alongside the CPCV

Your contract with the agency, often called a contrato de mediação imobiliária or CMI, is separate from the promissory purchase contract, or CPCV, between seller and buyer. A clause about keeping the buyer's deposit does not itself determine the agency's entitlement.

Put the signed CMI, all its terms and amendments, the CPCV and the invoice together. Identify who engaged the agency, the intended transaction, whether exclusivity was agreed, the commission calculation and the event that triggers payment. Check which payment option was actually selected rather than reading every option in a standard form as applicable.

Article 16 of Lei 15/2013 requires a written agency contract and specified terms, including remuneration, payment arrangements, VAT and the effects of any exclusivity agreement. Its formal validity provisions also matter. An incomplete document needs legal assessment; it is not an invitation to assume that every payment or restitution question has disappeared.

When can commission become due?

Article 19(1) starts with conclusion and perfection of the transaction the agency was engaged to obtain. It also expressly addresses an earlier stage: where a CPCV has been concluded and the CMI provides for remuneration at that stage, payment can become due when the CPCV is signed.

The official contract model in Portaria 228/2018 illustrates different payment arrangements: at completion, split between CPCV and completion, or entirely at CPCV. The option in your signed agreement matters. This model does not set a universal commission percentage.

Ask the agency to identify the exact contractual and legal basis of its demand. An invoice should be checked against that basis, including the price used for the calculation, any minimum fee, the amount already paid and VAT. Distinguish commission from separately agreed document or ancillary services and supported expenses.

Exclusivity creates a separate failed-sale risk

Under Article 19(2), agreed remuneration can also be payable under an exclusive agency contract where the intended transaction fails for a reason attributable to the seller client. Exclusivity alone does not answer every element of the claim.

In an Évora Court of Appeal judgment of 25 June 2025, the court identified an exclusive contract, an owner client, agency activity that obtained a buyer with whom the transaction could be completed, and failure attributable to that client. It allowed the agency to retain commission already paid. The seller's attempt to terminate the CPCV had been ineffective, including because of an unreasonable additional deadline in the circumstances. This was a decision on its evidence, not a rule that every failed sale earns commission.

For your file, reconstruct what was offered, on what terms, what remained unresolved and what each person did next. A viewing, an expression of interest and a buyer ready to proceed on the agreed terms should not be treated as interchangeable evidence.

If the buyer could not obtain a mortgage

Collect the financing clause, lender communications, any extensions and the messages sent before termination. Distinguish an initial simulation or pre-approval from the bank's final position. Avoid relying on an agent's or buyer's summary when the underlying document is available.

A financing problem does not create an automatic refund rule for seller-paid commission. The agreed payment stage, the conditions of the transaction, responsibility for non-completion and any alleged agency breach still need assessment. Equally, an agency invoice is not proof that the seller caused the failure.

If you intend to retain the deposit, terminate the CPCV or resell, have those steps assessed together with the commission dispute. Contradictory explanations sent to the buyer and the agency can make the factual record harder to defend.

If you decided not to sell

Tell the reviewer when that decision was made and whether a buyer had already been introduced, an offer accepted or a CPCV signed. Explain any change in price or conditions and preserve the earlier agreed instructions.

Do not treat removal of the listing as a complete answer to an existing remuneration claim. If your immediate aim is to stop future marketing or appoint a different agent, follow the separate guide to ending an exclusive estate agency agreement. That is a different decision from whether a particular commission invoice is payable.

If the agency already has your money

Identify the payment before asking for repayment: your commission payment, a buyer's reservation money and the CPCV deposit are different things. Keep the transfer record, receipt, invoice and the instructions under which the agency received the money.

Article 18 contains custody and return rules for money entrusted by prospective counterparties before the transaction or its CPCV. Article 19(3) separately addresses expressly agreed advances where the agency's client is a prospective buyer or tenant. Do not apply that buyer-client advance rule automatically to a seller's commission payment.

For a seller seeking a refund, the review must address the basis on which the agency was paid and the grounds on which repayment is claimed. Avoid describing every disputed payment as a refundable deposit merely because no deed was signed.

Build a clear response to the claim

Prepare one chronological file:

• The complete signed CMI, general terms, renewals and amendments.
• The listing instructions, asking-price changes, offers and viewing records.
• The CPCV, financing conditions and agreed extensions.
• Completion arrangements, notices and evidence of their delivery.
• The invoice, payment records and any proposed settlement or release.
• A dated account of why the transaction stopped, supported by documents.

Ask for a written explanation of the commission calculation and the event said to make it due. Keep your response focused on facts you can support. Before signing a settlement, identify whether it deals only with the agency's invoice or also contains admissions about the buyer dispute.

If a court document or formal demand has arrived, provide the document and the date of receipt at the outset. The response timetable needs to be checked from that document; an informal exchange with the agency should not be treated as an extension.

Assess the commission claim before your next move

THE-Ö can assess the agency agreement, payment terms and transaction history to help you understand the claim and decide how to respond. Send the documents and identify whether you are disputing an unpaid invoice, seeking repayment or negotiating an exit. The appropriate scope of legal work can then be agreed.