Buying Property in Italy: Why the Contract Details Matter

Buying a property in Italy can be one of the most exciting decisions you will ever make.

It can also become unexpectedly complicated.

The difference between a smooth purchase and a stressful one often does not depend on the price of the property, the professionalism of the notary or the honesty of the seller. More often, it depends on the small contractual details that nobody paid enough attention to at the beginning.

This may sound strange, but I was reminded of this while eating a carbonara in Rome.

What Buying a Property in Italy Has in Common with a Carbonara

A few days ago, I was in Rome and had one of the best carbonaras I have ever eaten.

Everything was exactly right.

The guanciale was perfectly crisp. The sauce was creamy without being too thick. The pecorino was balanced, and the eggs had been cooked just enough. Nothing was excessive, and nothing was missing.

While eating, I found myself wondering what made it so good.

The answer was surprisingly simple: the details.

A great carbonara is not about one spectacular ingredient. It is about getting several small things right at the same time.

The quality of the ingredients matters, of course. But so do the proportions, the temperature, the timing and the technique. A small mistake can completely change the final result.

The same is often true when buying a property in Italy.

A Property Purchase in Rome and a Problematic Contract Clause

I was in Rome because a client had asked me to attend the completion of a property purchase on his behalf.

However, I had not assisted him during the earlier stages of the transaction. By the time I became involved, the purchase offer had already been prepared and signed using a standard template provided by the real estate agency.

At first glance, everything appeared to be in order.

The property had been identified, the purchase price had been agreed, and the parties were preparing to complete the transaction before the notary.

There was, however, one apparently minor provision concerning condominium expenses.

The purchase offer stated that condominium expenses accrued up to 31 October would be paid by the seller. Any expenses accrued after that date would be paid by the buyer.

It looked clear.

Unfortunately, it was not.

What Happens When Completion Is Delayed?

The completion did not take place on 31 October.

For a number of reasons, the signing of the final deed was postponed. The transaction was eventually completed several months later, in May.

During the period between the expected completion date and the actual completion date, the condominium approved both ordinary and extraordinary expenses.

When everyone finally sat down at the notary’s office, a dispute immediately arose.

Who was responsible for paying those expenses?

The seller relied on the wording of the signed offer. According to the contract, expenses arising after 31 October were to be paid by the buyer.

The buyer, however, argued that he had not yet acquired the property in October and had not been responsible for the delay. In his view, it would have been unreasonable for him to pay expenses relating to a period in which the seller still owned and occupied the property.

Both positions were understandable.

The problem was that the contract did not clearly regulate what would happen if the completion date changed.

A Small Clause Became a Major Problem

What followed were several hours of discussion and negotiation.

The parties had to consider when the relevant expenses had arisen, when they had been approved, who would benefit from the works and whether the postponement of the completion had affected the allocation initially agreed.

A compromise was eventually reached, and the transaction was completed.

However, the parties incurred additional costs, additional stress and additional legal fees.

All of this could probably have been avoided by drafting the original clause more carefully.

For example, the contract could have distinguished between:

• ordinary expenses relating to the seller’s period of ownership;
• extraordinary works approved before completion;
• expenses approved after the buyer became the owner;
• costs relating to works from which only one party would benefit;
• the consequences of a delayed completion;
• responsibility for delays caused by one of the parties.

The original provision did none of this. It simply identified a calendar date and assumed that the transaction would proceed exactly as planned.

Property purchases rarely proceed exactly as planned.

Standard Property Offers Are Not Always Tailored to the Transaction

Many property purchases in Italy begin with a written purchase offer, often called a proposta di acquisto.

These offers are frequently prepared using standard agency templates. Standard forms can be useful, but they are not necessarily designed around the specific risks of an individual transaction.

Once accepted by the seller, a purchase offer may become legally binding. It should therefore not be treated as an informal expression of interest.

By signing it, the buyer may already be agreeing to important terms concerning:

• the purchase price;
• the deposit;
• the completion deadline;
• the condition of the property;
• mortgage approval;
• planning and cadastral compliance;
• furniture and other items included in the sale;
• condominium expenses;
• consequences of withdrawal or breach;
• conditions that must be satisfied before completion.

A clause that appears harmless when the offer is signed may become extremely important several months later.

The Notary Cannot Rewrite the Entire Transaction at Completion

International buyers sometimes assume that any contractual problem will be resolved by the notary when the final deed is signed.

This is a risky assumption.

The Italian notary plays a central role in the transfer of property and carries out important legal checks. However, the notary is not automatically the buyer’s personal legal adviser.

The notary must remain impartial and cannot simply redesign the commercial agreement in favour of one party after a dispute has already arisen.

By the time the parties attend the notary’s office, much of the contractual framework may already have been established by the accepted offer or preliminary agreement.

This is why legal review is particularly valuable before the buyer signs the first binding document, not only shortly before completion.

Property Purchases Often Go Wrong Because of Details

Most problematic property transactions do not begin with fraud.

They begin with assumptions.

The parties assume that completion will take place on time.

They assume that the property documents are complete.

They assume that the seller will resolve any irregularities.

They assume that condominium expenses will be divided fairly.

They assume that the real estate agent’s template covers every possible problem.

They assume that the notary will solve anything left unresolved.

Unfortunately, assumptions do not provide contractual protection.

When people buy property, they naturally focus on the aspects that made them fall in love with it: the location, the view, the garden, the historic features, the size of the rooms or the possibility of renovating it.

Very few buyers become excited about clauses concerning condominium resolutions, delayed completion, deposits or technical compliance.

Yet those provisions may determine whether the purchase proceeds smoothly.

Details International Buyers Should Consider Before Signing

Every property transaction is different, but international buyers should normally ensure that several issues have been properly considered before committing themselves.

The Property’s Legal and Ownership History

It is important to verify who owns the property and whether there are mortgages, liens, rights of residence, easements, inheritance issues or other restrictions affecting it.

A property may appear straightforward from the estate agent’s description while presenting a much more complex legal history.

Planning and Cadastral Compliance

The physical condition of the property should be compared with the official planning and cadastral records.

Extensions, internal alterations, converted rooms or outbuildings may not have been correctly authorised or recorded.

These matters should be investigated before the buyer becomes unconditionally bound to complete the purchase.

Condominium Expenses and Planned Works

For apartments and other properties forming part of a condominium, the buyer should understand:

• whether the seller has unpaid condominium charges;
• whether extraordinary works have already been approved;
• whether major works are under discussion;
• how existing and future costs will be divided;
• whether there is ongoing condominium litigation.

The contract should regulate these issues clearly, particularly where completion may be delayed.

The Deposit and Its Consequences

Buyers should understand what type of payment they are making and what happens if the transaction does not proceed.

Not every payment described informally as a “deposit” has the same legal consequences.

The contract should specify whether and when the payment may be refunded, retained or doubled, depending on the circumstances.

Conditions That Must Be Satisfied Before Completion

Where appropriate, the offer may need to be conditional upon matters such as:

• obtaining mortgage approval;
• receiving satisfactory legal and technical due diligence;
• confirming planning compliance;
• resolving title or inheritance issues;
• obtaining necessary documentation;
• verifying the absence of undisclosed debts or disputes.

Without properly drafted conditions, a buyer may discover a serious problem after already entering into a binding agreement.

Delays and Changes to the Agreed Timeline

The contract should not merely state an expected completion date.

It should also consider what happens if that date changes.

Who is responsible for expenses during the extended period? Can either party withdraw? Does the deposit remain at risk? Must the seller continue maintaining the property? What happens if a new condominium expense is approved?

These questions may seem premature at the beginning.

They no longer seem premature when the delay occurs.

Legal Review Is Not Just About Finding Problems

Legal assistance during a property purchase should not be limited to identifying reasons not to proceed.

Its purpose is also to help the buyer proceed more safely.

A potential issue does not always mean that a property should be abandoned. In many cases, the risk can be managed through appropriate contractual language, further investigations or conditions that must be satisfied before completion.

The objective is to understand the problem early enough to make an informed decision.

Once a binding document has been signed, the buyer’s negotiating position may be considerably weaker.

The Lesson from the Carbonara

A successful property purchase, like a great carbonara, is rarely the result of one single factor.

It depends on several elements working together.

The property must be suitable. The legal and technical documents must be reviewed. The contractual clauses must reflect the actual transaction. The responsibilities of the parties must be clearly allocated. Potential delays and complications must be anticipated.

None of these details may appear particularly dramatic on its own.

Together, however, they determine the final result.

The clause concerning condominium expenses in my client’s transaction probably seemed insignificant when the purchase offer was signed.

Several months later, it became the main issue preventing the parties from completing the sale.

That is the nature of contractual details: people often notice their importance only when something goes wrong.

Buying a Property in Italy?

I regularly assist international clients during the purchase of property in Italy, from the initial review of the documentation and purchase offer through to the preliminary agreement and final completion.

Early legal review can help identify potential risks, clarify the responsibilities of the parties and introduce contractual protections before the buyer becomes fully committed.

When buying property in Italy, the most expensive problems are often the ones that could have been prevented by paying attention to a seemingly minor detail.

Just like a carbonara, the result depends on getting those details right.

This article is intended for general informational purposes only. It is not exhaustive and does not constitute legal advice. Each property transaction should be assessed according to its specific circumstances.

If you need legal assistance, feel free to get in touch.

Antonio Strangio
BDB Relocation and Legal