The Supreme Court judgment of April 9, 2026, file no. 24 Cdo 81/2026, brings a significant shift in the interpretation of purchase agreements for real estate. In this ruling, the Supreme Court explicitly addressed for the first time the question of whether a real estate purchase agreement can provide for a transfer without determining a specific purchase price. The answer is affirmative: if it is clear from the written contract that the parties intend to conclude a remunerative purchase agreement without specifying a purchase price, the statutory presumption of the market price applies. The agreed price is then deemed to be the price at which comparable real estate is customarily sold at the time the contract is concluded and under comparable contractual terms.
The Dispute That Began at the Land Registry
The subject of the proceedings was a purchase agreement on the basis of which the entry (deposit) of ownership rights to co-ownership shares in land into the land registry was to be permitted. In the purchase agreement, the contracting parties did not state a specific amount or their own mechanism for calculating the purchase price. Instead, they explicitly stipulated that they were concluding the contract without determining a purchase price pursuant to Section 2085(2) of the Civil Code in conjunction with Section 2131 of the Civil Code. The land registry office rejected the application for entry, taking the view that the contract did not contain a properly defined purchase price or a method for determining it.
This approach was subsequently endorsed by the court of first instance and the High Court in Prague. Both courts proceeded from the more traditional view that in the purchase of real estate, the purchase price must be at least sufficiently definite or determinable pursuant to Section 2080 of the Civil Code. They regarded Section 2085(2) of the Civil Code as a rule intended for the purchase of movable property, which cannot be applied directly to real estate transfers. Consequently, the absence of a specific price determination prevented the contract from serving as a valid document for entry into the land registry.
Two Different Situations: Indefinite Price vs. Consciously Undetermined Price
The Supreme Court rejected this conclusion primarily because it rigorously distinguished between two legally distinct situations.
The first situation occurs when the parties agree on a purchase price, but do so indefinitely. It is precisely this situation that Section 2080 of the Civil Code addresses, according to which a purchase price is agreed with sufficient certainty if at least the method of its determination is agreed upon. If the price were agreed indefinitely and its certainty could not be achieved even through interpretation, an issue regarding the certainty of the legal act might arise.
The second situation, however, is different: the parties do not fail to agree on a price by mistake or insufficiently, but consciously and explicitly express their will to conclude a purchase agreement without determining its price. It is precisely for this case that the Civil Code contains Section 2085(2), according to which the market price is deemed to be agreed. The Supreme Court emphasized that this provision does not concern the certainty of an already agreed price, but establishes a statutory consequence for cases where the parties intentionally leave the price undetermined. In other words: this is not a "badly agreed price," but a statutory anticipated absence of its contractual determination.
Why the Rule Applies to Real Estate As Well
The key question was whether Section 2085(2) of the Civil Code can also be applied to the purchase of real estate, even though it is systematically classified under the provisions governing the purchase of movable property. The Supreme Court answered in the affirmative, referring to Section 2131 of the Civil Code, which states that, otherwise, provisions on the purchase of movable property shall apply mutatis mutandis to real estate purchase agreements. At the same time, it noted that the regulation of real estate purchases contains no special provision that would exclude the application of Section 2085(2).
The court did not follow a formalistic path of interpretation. It did not concur with the argument that the differences inherent to real estate—particularly the mandatory written form, generally higher value, or different moment of the acquisition of ownership rights—prevent the application of the market price rule by themselves. According to the Supreme Court, the written form is intended to protect certainty regarding the content of a legal act, not to exclude the application of a statutory rule that itself determines how the price is set. Therefore, what is decisive is that the intention of the parties to conclude a remunerative purchase agreement without a specific price determination is expressed clearly and comprehensibly in the contract.
Departure from Previous Regulation and Emphasis on Autonomy of Will
The decision is also significant in light of historical development. Under the previous Civil Code, the rule was that the buyer was obliged to pay the seller the "agreed price," and while case law permitted methods of determining the price other than an exact amount, it always required that the exact amount be ascertainable. The current regulation is different in this respect. The Supreme Court explicitly stated that the current Civil Code contains a regulation unlike anything in previous legislation, and that setting the amount of the purchase price can no longer be considered an essential requirement that must always be explicitly expressed in a purchase agreement. The conceptual feature of a purchase is remunerativeness, not necessarily the numerical expression of the price in the text of the contract.
The principle of party autonomy played a significant role in the reasoning. The Supreme Court recalled that when interpreting contracts, an interpretation preserving the validity of a legal act should be preferred over one leading to its invalidity. A contract should not be judged through the prism of formal perfection at all costs, but rather according to what the parties truly intended to achieve by it. Therefore, if the law does not explicitly prohibit a certain arrangement and simultaneously offers a mechanism for supplementing the price, there is no reason not to respect the will of the parties without further justification.
From a practical perspective, the judgment means that the mere absence of a specific amount in a real estate purchase agreement does not have to be a reason for rejecting an application for entry into the land registry. If it is apparent from the contract that the parties intended to conclude a remunerative agreement and simultaneously consciously intended to leave the purchase price undetermined on the understanding that the statutory market price would apply, such a contract should qualify as a valid document for entry. In the case at hand, the Supreme Court therefore modified the lower courts' decisions and permitted the entry of ownership rights itself.
Conclusion
Judgment file no. 24 Cdo 81/2026 is an important confirmation of a pro-autonomous and substantive approach to private law. The Supreme Court gave preference to the true will of the parties over a formalistic requirement for the explicit stating of a purchase price, provided the law itself accounts for its absence and establishes a method for its supplementation. The decision thus strengthens contractual freedom while correcting the overly restrictive approach of land registry and judicial practice. However, its practical significance does not lie in the purchase price ceasing to be important for real estate transactions. Rather, it lies in the confirmation that party autonomy has its place even in the field of real estate transfers—provided it is expressed clearly, responsibly, and with legal precision.
This text was translated by AI.
