Reservation agreement: what it must contain and what it should not
A reservation agreement (rezervační smlouva) is usually a thin document — a few pages handed to you across the table in the show flat, or sent on a Friday afternoon with a request to sign by Monday. It is the first paper of the whole purchase that has legal consequences, and at the same time the only one whose annex people routinely do not read. This text goes through its contents field by field: what must be in it, what must not be in it, and which eight sentences should make you pay attention.
What a reservation is and what it is not yet
Act No. 89/2012 Coll., the Civil Code (občanský zákoník), does not recognise a reservation as a named contract type. It is an innominate contract (nepojmenovaná smlouva, inominátní smlouva) — its content is given solely by the parties. The practical consequence is a single one, but fundamental: there is no statutory default setting that would fill in what is missing from the contract. For a purchase agreement (kupní smlouva), the law supplies liability for defects (odpovědnost za vady) as well as the due date. For a reservation, it supplies nothing. What you do not write in, you do not have.
The second consequence concerns time. A reservation transfers nothing and is not entered in the Land Registry (katastr nemovitostí), so the time limits of registration proceedings (vkladové řízení) do not apply to it — the parties become bound, and cease to be bound, only between themselves. The purpose of the document is narrow: to take the unit off the market for a period long enough to prepare and agree the follow-on contract. For a new build (novostavba), the follow-on contract is a future purchase agreement (smlouva o smlouvě budoucí kupní); for a completed flat, it is the purchase agreement itself. This also determines the right length of the reservation period (rezervační doba) — it is not a round number but an estimate of how long it will take to negotiate the text. Where the wording of the follow-on contract is ready in advance, a shorter period is enough; where it is still being written, the reservation must also cover its preparation. The whole chain to which a reservation belongs is described in the text on how buying a flat from a developer works.
Who is named in the heading decides what may bind you
A reservation is signed in two forms, and the difference between them is not a formality.
A bilateral reservation (dvoustranná rezervace) is between the seller and the prospective buyer (zájemce). The seller is the future party to the transaction, so it can validly agree with you that you will conclude the follow-on contract, and it may secure such an obligation with a contractual penalty (smluvní pokuta).
A tripartite reservation (trojstranná rezervace) brings in a real estate broker (realitní zprostředkovatel), often in the role of the party to whom the penalty goes. Here the legal position since 2023 is different from what many circulating templates suggest. In its judgment in case No. 33 Cdo 1507/2022, the Supreme Court (Nejvyšší soud) assessed such a tripartite reservation concluded with a consumer (spotřebitel) as a real estate brokerage agreement (smlouva o realitním zprostředkování) and held that a clause by which the prospective buyer undertakes to conclude a purchase agreement is disregarded under § 1812(2) of the Civil Code, so no contractual penalty could validly be agreed for breaching it either; the fee that the broker had kept as a penalty had to be returned. The court drew on § 14 of Act No. 39/2020 Coll., on Real Estate Brokerage (zákon o realitním zprostředkování): a real estate brokerage agreement cannot impose on a prospective buyer who is a consumer an obligation to conclude a real estate contract (realitní smlouva) or an agreement to conclude a future real estate contract. The following § 15 then prohibits a real estate brokerage agreement from being contained in the same document as a real estate contract.
What this means in practice: on the first page, read who is named as a party and into whose account the fee is to be paid. If the recipient of the penalty is the broker and you are a consumer, it is a clause not worth relying on — for either side, because an unenforceable penalty protects no one. In the projects we manage, we conclude the reservation between the seller and the buyer; we appear in it as the broker and the keeper of the deadlines, not as the creditor of the penalty.
Six items a reservation agreement must contain
- Unambiguous identification of the unit. For a new build, the number of the unit (jednotka) does not yet exist — legally, the unit usually comes into existence only through an owner’s declaration (prohlášení vlastníka) entered in the Land Registry. Instead, the contract should contain the designation from the sales drawing (prodejní výkres) exactly as it appears in the title block (popisové pole) — unit designation, storey (podlaží), building, phase — and a reference to the specific drawing, including its date of issue. Without the revision date, you are identifying something that may be redrawn in the meantime.
- Purchase price and what it includes. The unit separately, the cellar separately, the parking space separately. And a sentence stating whether the price is final or will be recalculated according to the actual area.
- Reservation period as a specific date. Not “30 days from signature” — the signatures often bear a different date on each counterpart.
- Amount of the fee, account number, due date and legal nature. The legal nature is a separate field, not an assumption.
- Wording of the follow-on contract as an annex. The only field that really changes the negotiating position.
- Listed conditions for a refund. A reference to “statutory grounds” is empty for an innominate contract — the law sets no special grounds for a refund for it.
The reservation fee for a flat: advance on the price or contractual penalty
The reservation fee (rezervační poplatek) can have three different legal natures, and each behaves differently. As an advance payment on the purchase price (záloha na kupní cenu), it is credited against the price and refunded if the transaction does not go ahead. As a contractual penalty, it is forfeited on breach of a specific obligation. As a broker’s fee (odměna zprostředkovatele), it is never credited. The contract should say which of these it is, and in a well-written reservation it is the first.
A simple model calculation shows the difference in money. A model 3+kk flat (three rooms plus a kitchenette) with an area of 78 m² for CZK 12,900,000, a reservation fee of CZK 150,000, i.e. 1.16 % of the purchase price.
- Fee as an advance: after the follow-on contract is signed, CZK 12,750,000 remains to be paid. Total paid: CZK 12,900,000.
- Fee as a broker’s fee: the whole purchase price of CZK 12,900,000 remains to be paid. Total paid: CZK 13,050,000.
The difference of CZK 150,000 rests on a single sentence, and nobody will point it out to you at signing. You find it in the article on the fee and recognise it by the verb: “is credited against the purchase price” (započítává se na kupní cenu) versus “belongs to the broker” (náleží zprostředkovateli).
Refund of the reservation fee: four formulations that decide it
On whose side the reason arose. The sentence “if the purchase agreement is not concluded, the fee is not refunded” does not distinguish fault. It means that the fee is forfeited even when it is the other side that fails to present the follow-on contract. The Czech addition z důvodů na straně zájemce (“for reasons on the part of the prospective buyer”) is five words long and changes the whole paragraph.
What counts as presenting the contract. “In the agreed wording, which forms Annex 1” is a condition that can be met. “In the wording customary for the seller” is not, because the customary wording is defined by whoever presents it.
Time limit and account for the refund. A specific number of days from the end of the reservation period, and a sentence stating that the amount is refunded to the account it came from. Without a time limit, there is nothing to enforce.
What if the parties do not agree on the wording. The cleanest formulation reads: if no agreement on the wording of the follow-on contract is reached by the end of the reservation period, the fee is refunded in full. It is the only variant that pushes both sides to deal with the text straight away, not in the last week. How the content of that follow-on contract is negotiated is discussed in the text on the future purchase agreement for a new build.
What, on the other hand, should not be in it
Apart from an obligation to conclude a purchase agreement towards someone who is not the one selling, there are four things.
A purchase agreement incorporated directly into the reservation document — in brokerage, this conflicts with § 15 of the Real Estate Brokerage Act.
Automatic extension of the reservation with no upper limit. A commitment that renews itself is a commitment without end.
A declaration that the prospective buyer knows the condition of the property and has no objections to it, signed before they receive the title deed (list vlastnictví), the owner’s declaration and the energy performance certificate (průkaz energetické náročnosti budovy, PENB). The owner must present the certificate to a potential buyer before contracts concerning the purchase are concluded, and hand it over at the latest when the purchase agreement is signed; the exceptions include, among others, buildings with a total energy reference area (celková energeticky vztažná plocha) below 50 m². Failure to comply carries a fine of up to CZK 200,000 for a natural person as well as for a legal entity or a self-employed person.
A one-sided sanction. If there is a penalty for the prospective buyer not signing, there should also be a penalty for the seller not presenting the contract within the time limit. Symmetry here is not a matter of courtesy, but of whether the document can be used as an argument once deadlines start to slip.
Where our approach has a weak spot
We do not issue a reservation until the annex with the wording of the follow-on contract is finished and approved on the seller’s side. The price is paid in time: in a new project, the first units can be reserved later than would otherwise be possible — by the time it takes to finish writing and approving the annex. A developer with a deadline for launching sales takes this badly, and some prospective buyers leave in the meantime for a project where signing a single page is enough.
The second weak spot is a reservation period with a fixed date and no automatic extension. When a prospective buyer gets in touch three days after it has expired, the unit is free and sometimes already reserved for someone else. It has happened and it will happen again. We consider it the lesser evil compared with binding people by a period that renews itself, but a lesser evil is still an evil.
Checklist: eight sentences to watch out for
The following formulations recur in reservation documents. In themselves, they are not proof of dishonesty — mostly they have simply been carried over from an old template. But each of them shifts the risk to one side.
- “The prospective buyer undertakes to conclude the purchase agreement no later than…” — in a contract where a broker is named alongside the seller. Means: an obligation that a broker may not impose on a consumer (§ 14 of Act No. 39/2020 Coll.). Instead: an obligation solely towards the seller.
- “If the purchase agreement is not concluded, the reservation fee is not refunded.” Means: it is forfeited even if the other side is in default (prodlení). Instead: add “for reasons on the part of the prospective buyer”.
- “The wording of the purchase agreement will be agreed later.” Means: you are reserving a unit on terms you do not know. Instead: Annex 1 with the wording and a date.
- “The reservation period is automatically extended by 30 days each time.” Means: a one-sided commitment without end. Instead: a fixed date and extension by a written amendment.
- “The reservation fee constitutes the broker’s fee.” Means: it is not credited against the purchase price. Instead: “advance payment on the purchase price”.
- “The prospective buyer declares that they have familiarised themselves with the condition of the property and have no objections to it.” Means: waiving objections before you see the title deed, the owner’s declaration and the PENB. Instead: list the documents handed over and the date of handover.
- “The fee will be paid to the broker’s account.” Means: money outside escrow (úschova), held by someone who is not a party to the future purchase. Instead: the account number directly in the text; for larger amounts, attorney escrow (advokátní úschova) or notarial escrow (notářská úschova).
- “The parties agree a contractual penalty equal to the reservation fee.” Means: as a rule, a penalty for one side only. Instead: the same amount on both sides, or none.
Frequently asked questions
Is a reservation agreement binding? Yes, to the extent of what is written in it. It does not bind you to buy; it binds you to what you have signed — most often to conclude the follow-on contract and to the consequences if you do not. In the tripartite form with a consumer, however, according to the Supreme Court an obligation to conclude a purchase agreement is disregarded.
Will the reservation fee be refunded if I change my mind? As a rule, no, if the reason is on your side and the fee is agreed as a contractual penalty. It is refunded when the follow-on contract is not presented in the agreed wording and within the time limit.
How much does it cost to reserve a flat? The law does not set the amount; the contract determines it, and it varies from project to project. The amount in itself says nothing — what matters is the legal nature of the sum and in whose account it sits.
Can you withdraw from a reservation agreement within 14 days? Only under certain conditions. A consumer has the right to withdraw within 14 days (§ 1829 of the Civil Code) from a contract concluded off business premises or at a distance; however, § 1840 of the Civil Code excludes it for contracts whose subject is the creation, transfer or extinction of a right to immovable property. Whether it applies to a property reservation therefore depends on how the contract is assessed and where and how it was signed.
Does a reservation agreement have to be in writing? The law does not expressly require it, because it is an innominate contract. An oral reservation is, however, hard to prove, and as soon as it is assessed as a real estate brokerage agreement, written form is required.
Key takeaways
A reservation is a short document that decides from what position you will negotiate everything else. The only field in it that really changes the balance of power is the annex with the wording of the follow-on contract — without it, you are reserving a unit on terms that have yet to be written. Judge the fee by its legal nature and by whose account it sits in, not by its amount. And read the refund sentence twice: in a well-written reservation, it distinguishes on whose side the reason arose. We prepare reservation documents for the projects and owners we represent in Prague, and we write them so that they also stand up to being read by the other side.