Off‑plan residential transactions in Romania often start with “reservation” documents and promissory sale agreements (sale promises / precontracts). These instruments can be legitimate financing and allocation tools, but they also concentrate risk on buyers because the promise usually creates a contractual claim, while the transfer of ownership generally occurs only at the final, notarized sale and the relevant land‑book registrations.

Romanian law now combines (i) the Civil Code’s general rules on promises to contract and promissory sale remedies (including the possibility of a substitute court judgment and a short limitation period), with (ii) a stricter special regime (Law no. 207/2025) for future residential units, adding formal prerequisites (permit notation, pre‑apartmentation, opening land books), mandatory authentic form for promises, mandatory publication steps, and payment‑handling safeguards (caps and dedicated accounts).

Promissory sale agreements (often called “sale promises” or “precontracts”) are central to many Romanian off‑plan residential purchases. They let a buyer commit to a unit that is still under construction while the project is financed through staged payments. The legal trade‑off is structural: before the final notarized sale deed and the necessary land‑book registrations, the buyer usually holds contractual rights (a claim against the developer), not ownership.

The Civil Code provides the baseline. The general “promise to contract” must contain the essential clauses of the promised agreement; if the promisor does not perform, the beneficiary is entitled to damages and, where the nature of the promised contract allows and validity requirements are met, may request a court judgment that substitutes for the promised contract. For bilateral promissory sales, the Code specifically allows a substitute judgment if one party refuses unjustifiably to sign the promised sale, and it sets a short limitation period: the right to sue prescribes six months from the date the contract should have been concluded. The Code also distinguishes a true promise from a mere undertaking to negotiate: an agreement “to negotiate” is not a promise to contract, which matters when market documents are drafted as “reservation” or “intent” forms that avoid clear obligations.

Formality is a recurrent dispute trigger. In binding interpretive case law, the High Court held that, as a matter of general civil law, an authentic‑form promise is not automatically required merely to obtain a substitute judgment for an immovable sale. The Court emphasized that authentic form is imposed for the final real‑estate transfer intended for land‑book registration, and it connected this to the land‑book framework under which rights over immovables are, in principle, created or transferred through registration in the land book on the basis of a valid justificatory act (including a final court judgment that “stands in place” of the deed).

Since December 2025, however, future residential units are governed by a stricter special regime. Law no. 207/2025 limits when a developer may promise the sale of a future condominium unit or future individual home: the building permit must be noted in the land book, pre‑apartmentation must be performed for future condominiums, and land books must be opened for all future units. For these future units, promissory sales must be executed only in a notarised / authentic form, after obtaining the land‑book excerpt for the future unit; the notary must request land‑book notation of the promise on the day it is drawn up or by the next working day. The same law regulates “reservation” conventions: they may run for a maximum of 60 days; the paid amount must be deducted from the price and may not exceed 5% of the price (under sanction of absolute nullity); and if the promised instrument is not concluded due solely to the developer’s fault, the developer must refund the full amount within 30 days.  Advance payments under promissory sales must be deposited into a separate bank account dedicated to the project and used only for that project, with staged caps (e.g., structural works up to a threshold and installations after), and misuse is prohibited and sanctioned with a turnover‑based fine if the conduct is not criminal.

Fraud and loss scenarios typically cluster around three legal pressure points.

First are title and publicity risks: buyers may pay substantial sums while the land is mortgaged, seized, or litigated, or while unit individualization is incomplete. Land‑book rules provide visibility tools beyond the 2025 special regime, including notary‑requested land‑book excerpts for authentication (which temporarily block other registrations for the excerpt’s validity period) and the possibility to note certain precontracts – subject to strict timing and content requirements. The registration regulation also recognizes a route to register the buyer’s legal security in specific circumstances (a legal mortgage tied to the promissory buyer).

Second are enforcement timing and insolvency. If the developer enters insolvency, Romanian law suspends lawsuits and enforcement measures aimed at collecting claims against the debtor’s estate, pushing buyers into a collective creditor framework; insolvency law also provides mechanisms to pursue liability of persons who contributed to insolvency (within the insolvency process).

Remedies should be selected with evidence and deadlines in mind. Civil remedies commonly include a substitute‑judgment action (when legally feasible), damages, and termination with restitution. In severe misrepresentation scenarios, criminal fraud law may be relevant in parallel: Romanian criminal law defines fraud as inducing a person into error through misrepresentation and causing damage, with aggravated forms where fraudulent means are used.

Confirm, before paying material sums, that:

• (i) the building permit exists and is properly noted where required,
• (ii) the land‑book record shows the correct owner/developer and discloses mortgages, seizures, or litigation,
• (iii) the unit is properly individualized (or, for future units, the pre‑apartmentation and opening of unit land books has occurred), and
• (iv) the promised instrument will be concluded in the legally required form and promptly noted in the land book.

Verify whether any “reservation fee” complies with the statutory cap and duration (where applicable), and insist on a clear refund and damage mechanism if the developer fails to proceed.

Require a payment schedule tied to objectively verifiable milestones, and ask how advances are segregated and spent (dedicated project account rules for future residential units).

Plan the “what if it fails” path early: note key dates (including the six‑month limitation for substitute‑judgment actions in promissory sales), keep evidence of performance (payments, notices), and understand the practical impact of developer insolvency stays.