Conditional Clause

What Is It?

A Conditional Clause (Cláusula Resolutiva) is a contractual provision — typically included in the CPCV (Contrato-Promessa de Compra e Venda) — that allows the transaction to be cancelled without penalties if a specific future and uncertain event does not occur.

In practical terms, it acts as the buyer’s legal safety net.

What Is It For / Why Is It Important?

Protection of the Deposit
Prevents the buyer from losing the deposit (sinal, usually 10–20% of the purchase price) if circumstances outside their control prevent completion.

Mortgage Approval Protection
The most common example is a mortgage approval condition.
If financing is refused by the bank, the agreement is terminated and the seller must return the deposit.

Legal or Administrative Safeguards
Can also require the seller to resolve outstanding issues — such as missing documentation or unlicensed construction works — before completion.

How Is It Applied?

Included in the CPCV
The clause must be drafted and accepted by both parties before signing the agreement, ideally by a lawyer (Advogado) or solicitor (Solicitador).

Clear Wording Is Essential
Generic wording is insufficient. The clause should specify details such as:

• required mortgage amount,

• approval deadline,

• consequence of non-approval (contract termination and refund of the deposit).

What Does It Cost?

Inclusion:
No separate cost — it forms part of CPCV negotiation.

Activation:
If triggered (for example, mortgage refusal), the buyer should formally notify the seller by registered letter, typically including written proof from the bank.

Validity

The clause remains valid during the timeframe established in the CPCV for completion of the sale.

If the condition is not fulfilled within that period, the contract is automatically terminated under the agreed terms.

Resolutive vs. Suspensive Condition

Resolutive Condition (Condição Resolutiva)
The contract takes effect immediately (deposit is paid), but may later be cancelled if the condition fails.
➡ Most common structure in Portuguese real estate transactions.

Suspensive Condition (Condição Suspensiva)
The contract only becomes effective after the condition is fulfilled, meaning obligations — including payment — begin later.