Real estate purchase contract without a price: a new Czech Supreme Court ruling

Until now an unwritten rule applied in Czech property transactions: if a real estate purchase contract lacked a specific price, or at least a way of calculating it, the Land Registry (katastrální úřad) refused the registration. Real estate practice adapted and always wrote a price into the contract, even when the parties were in fact still negotiating it. In a judgment of April 2026, the Czech Supreme Court broke this automatism. It held that a contract for the purchase of immovable property need not contain an agreed purchase price — and that the existing practice of the Land Registry offices should adapt to this conclusion.

Where the idea that the price always belongs in the contract came from

Under their existing decision-making, Land Registry offices refused applications to register a change of ownership where the purchase contract did not specify the purchase price, or at least the method of determining it, with sufficient certainty. They assumed that Section 2085(2) of the Czech Civil Code, which generally allows the parties to conclude a purchase contract without determining the price, does not apply to the transfer of real estate.

The offices' logic grew out of the nature of registration proceedings. The Land Registry is meant to record ownership on the basis of a document that is certain in itself. An unstated price, or the idea that it would be agreed later, prompted the office to ask whether this was a purchase contract at all, or whether the parties had simply not clarified the basic commercial parameters. The consequence was tangible in practice: sellers and buyers inserted a price even where it was still being negotiated, or constructed artificial mechanisms ("the price will be determined by an expert valuation") just to formally meet the office's expectations.

For the parties to the transaction this had an unpleasant side effect. Once the price had to be written into the contract, they were forced either to rush the negotiations or to work with a price "for show" and handle the real agreement in side arrangements. Both pushed the contractual documentation to a level where the text reflected not the actual will of the parties but the formal expectations of the office. It was precisely this tension between contractual reality and the requirements of registration proceedings that opened up the question of whether the existing interpretation was correct at all.

It was this approach that came before the Supreme Court. And the Court held that the interpretation under which the general rule of Section 2085(2) of the Civil Code does not apply to real estate at all cannot stand.

What the Supreme Court actually said in case no. 24 Cdo 81/2026

In its judgment of 9 April 2026, file no. 24 Cdo 81/2026, the Supreme Court expressly accepted that even in the purchase of immovable property the contracting parties may express the will not to determine the purchase price and rely on Section 2085(2) of the Civil Code. If they express such a will, the agreed price is the price at which comparable real estate is usually sold at the time the contract is concluded and on similar contractual terms.

The Court's second conclusion goes even further to the heart of the matter. According to the Supreme Court, determining the amount of the purchase price is not an essential element of a purchase contract. The defining feature of a purchase is only consideration as such — that is, that the property is transferred for something in return, not a specific number on paper. Whether the parties agree the amount themselves or leave it to be determined by reference to the usual price under that provision is a matter of their freedom of contract.

The difference from previous practice is fundamental. Until now, the absence of a price was seen as a defect preventing registration. Now it is a legitimate contractual configuration if the parties choose it knowingly. For real estate transfers this shifts the starting point: instead of asking "does the contract contain a price?", the question becomes "did the parties express the will to fix the price, or to leave it to statutory determination?". That difference changes not only the office's decision-making but also how the documentation is prepared.

In its reasoning, the Supreme Court relied on the structure of the Civil Code. If the law generally allows a purchase contract to be concluded without determining the price and does not exclude this possibility for immovable property, a restriction cannot be inferred merely from the nature of registration proceedings. Registration proceedings deal with entry in a public register, not with the substantive requirements of a private-law contract. The Supreme Court separated these two levels and gave priority to the parties' freedom of contract.

Limits of the ruling: the will must clearly follow from the written purchase contract

The ruling is not, however, a blank cheque for carelessly drafted contracts. The Supreme Court stressed that the will of the parties to conclude a purchase contract for consideration without determining the purchase price must clearly follow from the written purchase contract. In other words, it is not enough that the price is missing from the contract. The contract must make it clear that its absence is intentional, not an oversight.

This has a direct practical impact on drafting. If someone drafts a purchase contract, forgets to include the price and then relies on Section 2085(2) of the Civil Code before the Land Registry, the Supreme Court's conclusion will not help — the contract lacks an explicit expression of the will not to determine the price. The contract must either expressly refer to the usual-price mechanism under Section 2085(2) of the Civil Code or otherwise clearly express that the parties wish to leave the price to statutory determination. Everything else leaves room for assessing whether the expression of will was certain.

The limits of the ruling should also be seen from the opposite direction. The Supreme Court did not say that a real estate purchase contract may be as bare as one likes, or that consideration in itself has ceased to be necessary. It only said that a specific figure is not essential if the parties clearly express the will to have it determined by law. Consideration — the existence of something given in return — remains a defining feature of a purchase under this ruling too. A gratuitous transfer would still fall under a different type of contract, typically a gift of real estate, which has its own statutory rules and different tax and legal consequences.

For registration proceedings, this means that for contracts without a stated amount the Land Registry office will have to assess whether the text clearly shows that the parties did not want to determine the price, or whether there is a defect in the expression of will. This is not a trivial assessment, and the offices can be expected to develop their own internal guidelines over time. Until they do, the risk of how the contract will be interpreted lies primarily with whoever drafted it.

What this means for real estate transactions in practice

For some types of transactions, the Supreme Court's conclusion opens up room that did not exist before. One can imagine situations where the parties agree on the transfer but want the specific amount to be determined later by reference to the usual price — for example because the transaction is part of a wider commercial structure, or because the parties simply do not want to haggle over the amount and are willing to accept a market reference. Until now, such structures were handled with conditions precedent, price clauses or a reference to a future expert valuation. Now a contract that does not state the price at all and leaves it to be determined by the usual price at the time of conclusion is a legitimate alternative.

The other side of the same coin, however, is the risk to predictability. The usual price is not a fixed point — it is a category that, in a dispute, someone has to take up and quantify, typically an expert. Seller and buyer thus voluntarily open the door to a future dispute about the amount to be paid. In transactions between businesses, where the transfer is part of a wider structure and the parties have a reason to stick to the usual-price mechanism, this may be acceptable. When buying a family house or a flat, agreeing the amount directly remains the more convenient and predictable route.

This also affects the related instruments that real estate practice commonly uses. An escrow agreement, which the parties use to secure the safe flow of the purchase price, typically works with a specific amount — without it, it loses its economic purpose. If the parties use the new option of leaving the price to be determined by the usual price, they must also align the related documentation: either adjust the escrow to the future quantification or choose another way of securing performance. The same applies where the transfer requires the consent of the property owner or another third party — such consent is usually given to specific terms of the transfer, so it must be considered whether its scope will also cover a price determined only later.

This leads to a general recommendation for drafting: where the parties know the amount and have no reason not to state it, nothing changes and the price belongs in the contract as before. Where the parties have a substantive reason not to fix the price, they now have support in the case law — but they must name their intention expressly in the text of the contract. The Supreme Court wants an explicit expression of will, not a gap in the text. Such transaction structuring is worth discussing in advance; we deal with similar situations as part of our real estate law practice.

Impact on the existing practice of the Land Registry offices

According to the source itself, the Supreme Court's ruling should change the existing practice of the Land Registry offices. The established line of refusing registration of contracts without a fixed price thus loses its basis. How quickly and uniformly the offices will adopt the new line is a question only time will answer; the source goes no further and there is no reason to speculate.

For owners and their legal representatives, this calls for practical caution. Until the new practice of the Land Registry offices takes stable shape, it is sensible to draft a contract that knowingly relies on the unfixed-price conclusion with particular care — so that the will of the parties truly follows clearly from the contract, including an express reference to Section 2085(2) of the Civil Code. This is not a requirement beyond the ruling; on the contrary, it is exactly what the Supreme Court made a condition for applying this rule.

During the transitional period it is also worth expecting that individual Land Registry offices may adopt the new line at different speeds. If a party needs certainty that registration will go smoothly, the conservative route with an agreed price in the contract remains the safest. A bolder structure without a stated amount makes sense where the parties have a strong substantive reason not to fix the price and are prepared to bear the risk of registration being refused and the subsequent steps — an appeal, or amending the contract and filing a new application.

Summary for those drafting a purchase contract

The Supreme Court's conclusion shifts existing thinking in two respects. First, the amount of the purchase price is not an essential element of a purchase contract; the defining feature of a purchase is consideration as such. Second, even for real estate the parties may follow the route under Section 2085(2) of the Civil Code and not fix the price, provided their will to do so clearly follows from the written contract. In that case, the agreed price is the price at which comparable real estate is usually sold at the relevant time and on similar terms.

For an ordinary sale of a house or flat this changes little in practice — a specific amount in the contract remains the most sensible route. For more complex transactions in which a reference to the usual price makes substantive sense, the ruling opens a legitimate alternative to the existing structures with conditions precedent or an expert valuation. In both cases the precision of the contract text plays a key role: it is there that the route chosen by the parties must be clear.

Source: Judgment of the Czech Supreme Court of 9 April 2026, file no. 24 Cdo 81/2026, as reported by Právní prostor (in Czech).