For many international buyers, the most dangerous moment in an Italian property transaction is not the final notarial deed, but the preliminary contract, the compromesso. This is the point where you become legally bound to complete the purchase, where a substantial deposit is paid and where backing out without solid legal grounds can mean losing that deposit or facing claims for damages. In popular destinations such as Sardinia, where competition for attractive properties can be intense, buyers are often pushed to sign quickly, reassured that “the notary will check everything later.” From a legal point of view, this is exactly the opposite of what a foreign buyer should do.
Govoni Law assists international buyers in Sardinia by placing the preliminary contract back where it belongs: after proper due diligence and careful negotiation, not before. The firm treats the compromesso as the central legal instrument of the transaction, not as a formality on the way to the deed. For clients who are investing substantial sums in villas, seafront apartments or countryside homes, this means having a clear strategy on what must be in the preliminary contract, what cannot be accepted and when it is safer to refuse to sign and continue negotiations instead.
What the preliminary contract (compromesso) really does under Italian law
Under Italian law, the preliminary contract to buy property is a real contract, not a non‑binding letter of intent. Once signed by both parties, it creates a legal obligation on the seller and the buyer to complete the sale at the agreed terms, often within a defined period. The compromesso sets out the final purchase price, the timing for completion, the amount of the deposit and the consequences if either party fails to perform. In many cases, the deposit is structured as caparra confirmatoria: if the buyer unjustifiably walks away, they lose the deposit; if the seller backs out without good reason, they must return double the deposit.
At the same time, the preliminary contract in Italy can be registered and can, in some circumstances, be specifically enforced, meaning that the party who is ready to complete may ask a court to force the other to sign the final deed. For an international buyer in Sardinia, this dual effect – the risk of losing the deposit and the possibility of long disputes – makes it essential to understand exactly what is being signed. Generic templates, contracts drafted entirely by the seller’s lawyer or clauses imported from other jurisdictions are usually not enough. A compromesso that looks harmless in translation may hide obligations, penalties or conditions that are far from neutral.
Why foreign buyers in Sardinia should never sign a compromesso without prior due diligence
A common pattern in Sardinian property deals is that the buyer is presented with a preliminary contract soon after making an offer, sometimes even before any serious legal checks have been carried out. The argument is often that “we can check the details later” and that delaying the compromesso might cause the seller to choose another buyer. This logic might make sense for locals who know the market, the area and the usual problems. For international buyers, it is a direct path to taking on unknown risks. If major issues are discovered after signing, negotiation power shifts dramatically in favour of the other side.
Govoni Law’s approach is the opposite. Before advising a client to sign a preliminary contract in Sardinia, the firm insists on conducting a complete legal due diligence on the property: title, cadastral records, planning permissions, landscape restrictions, condominium situation and any other relevant factors. Only when this picture is clear does it make sense to shape the compromesso. This sequence – property identified, price agreed in principle, due diligence completed, then preliminary contract signed – may require you to ask the seller and agent for a short period of time to carry out checks. In practice, most serious sellers accept this when they see that the buyer is organised and acting in good faith.
Key elements that a well‑drafted preliminary contract in Sardinia should contain
A preliminary contract that truly protects a buyer in Sardinia is more than a simple restatement of the price and closing date. It is the place where the legal and practical findings of the due diligence are translated into conditions, guarantees and clear obligations. One crucial aspect is the description of the property and the attachments: cadastral details, plans, lists of included and excluded items, references to planning and building documents. Vague descriptions increase the risk that what you think you are buying and what is legally transferred at the deed are not perfectly aligned.
Another essential element is the treatment of irregularities or pending issues. If the due diligence has revealed unregularised works, incomplete documentation, minor planning discrepancies or condominium matters that need to be resolved, the compromesso should specify who will deal with them, by when and with what evidence. It should state whether the seller must obtain specific certificates or approvals before the deed, whether the buyer is willing to accept certain discrepancies as they are, and whether the price has been adjusted to reflect these circumstances. The preliminary contract is also the right place to include conditions precedent – events that must occur before the parties are definitively bound, such as the buyer obtaining a mortgage or the seller completing a promised regularisation.
Deposit arrangements and default clauses need special attention. The preliminary contract should clearly state whether the deposit is a simple down payment or a caparra confirmatoria with stronger consequences, and under which conditions each party may legitimately withdraw without losing or paying additional sums. For foreign buyers, it is also important to regulate how payments will be made, in which currency, to which account and in what timeframe, so that bank transfers from abroad can be planned without last‑minute panic. All of this must be written with the reality of Sardinian transactions in mind, not based on abstract models.
The relationship between preliminary contract, notarial deed and power of attorney
Many buyers assume that the notarial deed is the moment when “real law” applies and that everything can still be renegotiated or corrected at that stage. In practice, by the time the deed is signed, the preliminary contract has already locked in most of the legal and commercial structure of the deal. The notary will ensure that the deed complies with the law and reflects the parties’ agreement, but he will not rewrite a compromesso that both parties freely signed. This is why the preliminary contract is often described as the real point of no return for buyers in Sardinia.
When the buyer cannot attend the deed in person and decides to use a power of attorney, the relationship between the compromesso and the final deed becomes even more important. The power of attorney will typically empower the lawyer or another trusted person to sign the deed in line with the terms already agreed. If the preliminary contract is clear and well drafted, this delegation works smoothly: everyone knows what must be signed and on which conditions. If the compromesso is vague or contains unfavourable clauses, the attorney will have limited room for manoeuvre. Govoni Law therefore treats the preliminary contract, the power of attorney and the deed as an integrated set of documents that must be coherent from the start.
How a Sardinia‑based lawyer can turn the compromesso into a tool of protection, not of risk
Handled badly, the preliminary contract in Italy can become a trap: a legally binding step taken in haste, with money already paid and major issues still unknown. Handled well, it becomes one of the buyer’s main tools of protection. A Sardinia‑based real estate lawyer can help transform the compromesso from a simple procedural milestone into a carefully calibrated instrument that reflects the property’s actual condition, the results of due diligence and the buyer’s risk tolerance. This means identifying which points are non‑negotiable, where there is room for flexibility, and how to present requested changes to the seller in a way that keeps negotiations constructive.
For some buyers, the right move will be to refuse to sign a preliminary contract that does not properly address serious issues and to continue negotiating or look for a different property. For others, the goal will be to sign a compromesso that includes specific obligations for the seller, clear conditions and a sensible balance of risk and reward. In both cases, the presence of a lawyer who understands both Italian law and the practical dynamics of the Sardinian market changes the logic of the process. Instead of simply “reaching the compromesso” as quickly as possible, the focus shifts to using that contract as a deliberate step towards a safe and sustainable property purchase.