Judicial Letter Does Not Automatically Extend A Promise Of Sale

In a judgment delivered on the 15^th December 2025 in the names Wayne and Kimberline Camilleri v. Mark Anthony Manicolo and Sylvienne Montebello, the First Hall of the Civil Court confirmed that a judicial letter filed by a party to a promise of sale prior to the expiry of the promise of sale, does not automatically extend the validity of promise of sale by thirty days.

In this case, defendants had entered into a promise of sale for the sale of their Marsaxlokk property. The promise of sale was valid for a period of nine (9) months. Towards the end of the nine-month period, the purchasers requested an extension due to issues with financing fi the purchase of the property. Although one of the defendants signed the extension, the co-defendant refused to sign the extension. Purchasers therefore proceeded to filing a judicial letter in terms of Article1357(4). Before the expiration of the thirty-day period from filing the judicial letter, an appointment was scheduled at the financing bank for the publication of the deed. The final deed was not signed and Purchasers proceeded to filing a court case for execution of the promise of sale.

During the case, it was clearly proven that the extension of the Promise of Sale was requested by the Purchasers and that, on the date of the expiry of the Promise of Sale, the Purchasers were not in a position to conclude the sale as financing was not yet complete. The Court made a distinction between the effectiveness of an obligation (promise) and the extension of an obligation (promise). An obligation does not necessarily remain effective if it is extended. When the mechanism enshrined in Article 1357(2) is applied correctly, the promise remains effective even though the party not honouring such obligation would not have respected such obligation, even if not extended by agreement. Such obligation remains effective until the process for enforcement and execution takes place.

The procedure enshrined in Article 1357(2) is a particular mechanism of 'specific performance' which is applied to a promise of sale. It is not a mechanism applicable to a party to be able to change the conditions of the promise. And since the mechanism is a procedure for enforcement and execution, it is indispensable for the party taking recourse to such action, to be in a position to honour its obligations.

This therefore means that:

1. the time period for parties to honor their obligations does not change and if there subsists a default during such period, such default cannot be remedied after the expiration of the original period, not even within the thirty-day period following the judicial letter, nor during the court case, if filed and
2. the party which failed to take action within that period cannot avail itself of the other party's faulty action.

The Court consequently considered that Plaintiffs were not in a position to purchase the property prior to the expiry of the Promise of Sale that is by the 19 February 2023 and this due to the fact hat financing was not available to purchasers by this date. the extension was not signed by both vendors. Therefore, Plaintiffs were not in a position to validly call upon the vendors to appear for the final deed of sale until the 19^th February 2023, as they in fact did by virtue if the judicial letter. For this reason, the request made by the purchasers through the judicial letter for the vendors to appear on the final deed of sale is not valid. All developments after this were irrelevant.

The Court also stated that with regard to the deposit paid by the Purchasers on the Promise of Sale, such deposit is to be forfeited in favour of the Vendors. The Promise of Sale was subjected to the resolutive condition that in the event of not obtaining the necessary financing, the Purchasers could opt to rescind the Promise of Sale and be refunded the deposit. The Purchasers expected that they had the unilateral right to extend the Promise of Sale to obtain financing which was not available to them by the 19^th February 2023 by filing the judicial letter. Purchasers chose this option and chose not to apply any of the mechanisms agreed to in the promise of sale. Therefore, the requests of Plaintiffs were dismissed and Plaintiffs forfeited their deposit in favour of vendors.

The judgment clearly confirms that the procedure enshrined in Article 1357(4) cannot be utilized by a party to a promise of sale, where the reason for requiring the extension and hence the impossibility of concluding the deed of sale by the expiry stipulated in the Promise of Sale, is attributable to the party filing the judicial letter.

FFF Legal represented co-defendant Montebello