Facts
Spouses H.X. and F.X. owned an agricultural estate comprising real estate located in the municipalities of S. and F. (in France). According to an authentic deed dated June 5, 2003, they promised to sell all of these assets to their nephew Y. for a total price of 1,600,000 francs. The promise was irrevocable, but its effects were subject to three conditions: obtaining authorizations under rural land law, the sale of the French real estate at the agreed price, and the parties' agreement on the tax treatment.
Y. subsequently brought legal action to compel the defendants to conclude the promised contracts. The defendants contested the validity of the promise to sell. The Civil Court of the Cantonal Tribunal ruled the promise valid and ordered the defendants to conclude the contracts.
The defendants appealed to the Federal Tribunal, requesting that the promise to sell be declared null or that it not bind them.
Considerations
The Federal Tribunal dismissed the appeal. It considered that the authentic form required by Art. 216 para. 2 CO was respected, even though a global price had been agreed for the real estate and movable property. According to case law, the parties may agree on a global price when the sale of real estate is combined with other services, provided that the latter are also specified in the authentic deed.
Regarding the suspensive conditions mentioned in the deed, the Federal Tribunal ruled that they did not suspend the effects of the promise to sell itself. They only concerned the obligation to conclude the final…