Cancellation of the purchase agreement for a property
September 12, 2011 | 25,00 EUR | answered by Jan Wilking
Hello,
I (= Seller) have entered into a notarial purchase agreement for a property with a GbR consisting of 2 partners (= Buyer). The buyers have been granted a right of withdrawal in this agreement and have duly exercised this right in terms of time and substance.
The withdrawal statement contains the names of both partners in the letterhead, but the letter was only signed by one partner. Only by comparing the signatures in the purchase agreement with the signed withdrawal letter can I determine which of the two partners it is. There is no indication that this partner is acting on behalf of the other.
Shortly after the withdrawal letter, the signing partner emphasized several times that they are still interested in the property if the conditions are met. Just one month after the deadline, the original conditions for withdrawal were met from my side, namely the property was completely free of tenants.
The GbR is obviously still interested in the property, but again only this one partner starts to negotiate, especially regarding the notarially agreed purchase price.
Question:
Is the GbR's withdrawal letter with the signature of only one partner legally effective, especially since both partners signed the notarial purchase agreement? Also, to this day, I have not received any indication - neither in writing nor orally - that the second partner even agrees to the withdrawal and has consented to it.
Dear inquirer,
I am happy to answer your inquiry taking into account the facts you have provided and your contribution as follows:
First of all, I assume that written form was agreed upon for the declaration of withdrawal. While in principle, the signature of a shareholder may be sufficient if they have the corresponding power of representation. However, in order to protect the recipient of a declaration of intent such as termination or withdrawal, the letter must be interpreted. If neither the letterhead nor the signature line contains an indication or other hint of representation of the other shareholder, it is not apparent to the recipient whether the signing party is acting only for themselves or also on behalf of the other shareholder, or if it is simply a draft and the signature of the second shareholder is still missing (cf. BGH, judgment of September 19, 2007 - XII ZR 121/05; judgment of November 5, 2003 - XII ZR 134/02; BAG, judgment of April 21, 2005 - 2 AZR 162/04). Additionally, the original contract was signed personally by both shareholders.
Therefore, it can be assumed that the withdrawal was not validly declared, as neither a representation clause nor the signatures of all shareholders were present on the withdrawal declaration.
I hope to have provided you with some helpful initial guidance. If you have any uncertainties, please use the free follow-up function.
Please note that within the scope of an initial consultation without full knowledge of all circumstances, I cannot provide a conclusive recommendation. If you wish for a final assessment of the situation, I recommend contacting a lawyer and discussing the situation with them after reviewing all documents.
Best regards.
