Registered conditions subsequent, once again

Abstract

By means of the registration of a condition subsequent, the seller accepting a deferred purchase price is entitled to a powerful remedy whereby it may unwind the sale and reacquire the relevant asset by delivering a judicial or notarial notice of termination to the purchaser in case of price default, whether or not the purchaser objects to the termination and without the need for the seller to request and obtain court confirmation of the termination. Upon the registration of the condition subsequent at the land registry, the termination of the purchase and sale shall be binding on all third parties (i.e., erga omnes), hence enabling the seller to successfully obtain the cancellation of all rights registered or annotated on the asset sold, whether or not such third parties object to the cancellation and without the need for the seller to request and obtain court confirmation. When the registered condition subsequent is combined with a penalty in the amount of all or part of the purchase price from time to time paid by the purchaser, to be triggered as in case of late, full or partial default by the purchaser, the registered condition subsequent will enable the seller to reacquire the asset, without redelivering to the purchaser (or to any other registered title-holders) any portion of the purchase price already settled (or just redelivering the portion of the already paid purchase price exceeding the agreed-upon penalty), even if the purchaser or any other registered title-holders fail(s) to accept the asset transfer-back.