Your offer on an Italian property was accepted. A few weeks later, the purchase falls apart: the mortgage is refused, the seller backs out, or the checks reveal a problem nobody mentioned. Then the agency sends an invoice for its commission.
Many buyers assume that in Italy, as in the UK or the US, the agent is paid only when the sale completes. In Italy, the commission can become due much earlier, as soon as a binding agreement exists between buyer and seller. But “much earlier” does not mean “always”. Whether you owe the commission depends on what you signed, how the deal ended and how the agent behaved.
In Italy, the agent is paid when the deal is made, not when the keys change hands. Whether the deal was really made is the question.
Short answer: is the commission due if the sale never completes?
It can be. Under Italian law, an agent is entitled to commission when the deal is concluded through their work. Italian courts consider a deal concluded once the parties are legally bound to each other, which can happen with an accepted offer that works as a preliminary agreement, or with a preliminary contract. The final deed is not required.
But the commission may not be due, or may have to be repaid, in several situations:
- The agreement was subject to a condition precedent (a condizione sospensiva), such as obtaining a mortgage, and the condition was not met.
- The purchase failed for reasons not attributable to you, and the courts treat the deal as not concluded.
- The agent failed to disclose information that affected the deal and that they could reasonably have discovered.
- The agent was not properly registered to act as a property agent.
- Your agency agreement says the commission is payable only at the final deed.
The answer is in your documents, not in the invoice.
Step 1: what did you actually sign?
Collect everything before replying to the agency:
- The purchase offer and the seller’s acceptance.
- Any preliminary contract signed afterwards.
- The agency’s own terms: the commission clause, often printed on the offer form or in a separate document.
- Emails or messages about conditions, problems or the reason the deal ended.
Then check two things. First, when the documents say the commission is payable: on acceptance, at the preliminary contract, at the deed. Second, whether the agreement between you and the seller was conditional.
If you have not yet signed anything, read The Agent Wants You to Sign Today before you do.
Step 2: was the agreement conditional?
This is often the decisive point. Italian law distinguishes two kinds of condition:
| Type of condition | Example | Effect on commission |
|---|---|---|
| Condition precedent (sospensiva) | “The purchase is subject to the buyer obtaining a mortgage of €300,000 by 30 November” | The right to commission arises only if and when the condition is met. If the mortgage is refused, no commission is due |
| Condition subsequent (risolutiva) | “The agreement ends if the buyer does not obtain a mortgage” | The agreement takes effect immediately, so the commission is due at once and is not cancelled if the condition later occurs |
The words used in your offer matter. Two clauses that seem to say the same thing in English can have opposite effects in Italian. A buyer who needs a mortgage should insist on a condition precedent drafted with care. For the mortgage clause itself, read Mortgage Clause in Italy: Protect Your Property Offer.
Step 3: why did the deal collapse?
Who caused the failure matters.
The seller withdrew or failed to perform. If you were ready to complete and the seller pulled out, Italian courts have held that the buyer can recover what was paid, including commission, when the preliminary agreement fails for reasons not attributable to the buyer. You may also have claims against the seller, depending on the deposit and the contract.
Checks revealed a problem the agent should have told you about. An Italian agent has a duty to tell the parties about circumstances that affect the deal and that they knew of, or could have discovered with ordinary diligence, for example by checking public registers. Recent case law has excluded the agent’s right to commission where the deal failed partly because the agent did not disclose such information. Typical examples are an undisclosed mortgage, a pending seizure or a significant planning problem.
You changed your mind. If you were bound and withdrew without a contractual right to do so, the commission is likely to be due, and you may also lose your deposit. See Can You Withdraw an Offer to Buy Property in Italy? and Caparra vs Deposit When Buying Property in Italy.
| How the deal ended | Commission position |
|---|---|
| Mortgage refused under a condition precedent | Generally not due |
| Seller withdrew while you were ready to complete | May be recoverable, depending on the documents |
| Problem the agent should have disclosed | May be excluded or recoverable |
| You withdrew without a contractual right | Likely due |
| Agent not registered | Not due |
Each case still depends on the facts and the documents.
Step 4: is the agent registered?
Only registered property agents are entitled to commission in Italy. Registration is held with the Chamber of Commerce, and you can check it. If the person who handled your purchase was not registered, the claim for commission fails, and any commission already paid may have to be returned.
Ask the agency for its registration details, and check that the person who dealt with you works for that registered agency.
What if you have already paid?
Paying does not end the discussion. If the deal failed under a condition precedent, because the seller defaulted, or because of the agent’s own failure to inform you, ask for the commission back in writing. Explain the reason, attach the documents and set a reasonable deadline.
Keep in mind that the agent’s right to commission is subject to a short limitation period, and so may your claim to recover it. Do not let the matter drift.
What to do now
- Do not pay the invoice and do not refuse it until you have read the documents.
- Collect the offer, acceptance, any preliminary contract and the agency’s commission terms.
- Check whether the agreement was conditional, and which kind of condition it was.
- Write down why the deal failed, with dates and evidence.
- Check the agent’s registration.
- Reply in writing, stating your position and the reasons for it.
- Get advice before the agency, or you, start formal action.
A practical example
A couple from Texas signs an offer on a villa near Spoleto. The offer states that the purchase is “subject to the buyers obtaining a mortgage of at least €400,000 within 45 days”. The seller accepts. Five weeks later, the bank refuses the loan. The agency sends an invoice for 3% of the price plus VAT, arguing that the offer was accepted and the deal concluded.
The couple’s lawyer reads the offer. The mortgage clause is drafted as a condition precedent, and the couple can document the bank’s refusal and their timely application. Because the condition was not met, the right to commission never arose. The lawyer replies in writing, attaching the bank’s letter, and the agency withdraws the invoice.
If the same clause had said “the agreement will end if the mortgage is refused”, the outcome could have been different. The difference was in a single sentence of the offer.
Before you sign your next offer
- I know when the agency says its commission is payable.
- I know whether my offer is binding once accepted.
- Any mortgage or document condition is drafted as a condition precedent.
- I know what happens to the commission if a condition fails.
- I have checked that the agent is registered.
- I have asked the agent in writing about mortgages, seizures and planning issues.
How Govoni Law helps
Govoni Law acts only for buyers. Before you sign, we review the offer and the agency terms so that the commission clause, the conditions and the deposit work together. If a deal has already collapsed, we review the documents and tell you in writing whether the commission is due, whether it can be recovered, and how to reply to the agency.
If you have a draft offer, start with the Before You Sign Brief. For a defined dispute over commission, Light Due Diligence may be the right scope. For the wider costs of a purchase that goes wrong, see The Real Cost of Buying a House in Italy.
Frequently asked questions
When is an Italian estate agent’s commission due?
When the deal is concluded through the agent’s work, which can be as early as an accepted binding offer or a preliminary contract. The agency terms may set a different moment, such as the final deed.
Do I pay commission if my mortgage is refused?
Not if the purchase was subject to a properly drafted condition precedent on the mortgage and the condition was not met. Check the exact wording.
Can I get the commission back if the seller pulled out?
Possibly. Courts have allowed buyers to recover payments, including commission, when the preliminary agreement failed for reasons not attributable to them.
Does the agent lose commission for hiding a problem?
They may. Agents must disclose circumstances that affect the deal and that they knew of or could reasonably have discovered. A breach of this duty can exclude the right to commission.
How do I check if an Italian agent is registered?
Ask for the agency’s registration details and check them with the Chamber of Commerce. An unregistered agent is not entitled to commission.
Is the commission normally paid by both buyer and seller?
Often yes, in Italy both parties pay the agent unless agreed otherwise. Check the rate and terms before signing.
Has your Italian purchase fallen through, or are you about to sign an offer with an agency commission clause? Send us the offer, the acceptance and the agency terms. We will do our best to reply to your request as soon as possible and tell you in writing where you stand before you pay or refuse the invoice.