A signed Offer to Purchase does not automatically mean a seller can change their mind. Once a valid agreement of sale comes into existence, “seller’s remorse” is not a legal basis for cancelling a transaction. South African courts have consistently upheld the principle that parties are bound by agreements they freely conclude.
An interesting exception arises where an offer is accepted after it has technically expired. In Manna v Lotter and Another 2007 (4) SA 315 (C), the purchaser’s offer was open for acceptance until a specified date, but the seller only signed after the deadline had passed. The seller later refused to proceed, arguing there was no valid agreement.
The Court disagreed. It held that the expiry date was inserted solely for the purchaser’s benefit and could therefore be waived by the purchaser. By continuing with the transaction—such as furnishing guarantees, signing transfer documents and paying costs—the purchaser effectively accepted the seller’s late acceptance, creating a binding agreement.
The lesson for sellers and property practitioners is clear: think carefully before accepting an offer, and ensure acceptance occurs within the stipulated timeframe. Equally, purchasers should respond promptly if a seller accepts late, as their conduct may determine whether a binding sale comes into existence. Careful attention to contractual time periods can prevent costly disputes.