The meaning of including "corpus certum" (specific property) in a deed of sale
The term "cuerpo cierto" (literally, "specific property" or corpus certum) is a key legal expression in Spanish civil law, used in real estate deeds of sale. The main purpose of its inclusion in the contract is to shield the seller and prevent future claims from the buyer related to the exact area or measurements of the property.
What does selling a property "corpus certum" imply?
A sale is executed "cuerpo cierto" when the property is transferred as a singular and determined unit, rather than a value strictly calculated per square meter. That is, the buyer acquires the property as it is and as it physically appears, making any measurement discrepancies irrelevant.
The legal crux lies in Article 1471 of the Civil Code, which establishes that if the sale is executed corpus certum, there will be no room for either a reduction or an increase in the price, even if the actual measurements of the property do not match those expressed in the contract or public documents.
Legal consequences for both parties
The inclusion of this clause has direct implications on actions related to indemnity for measurement defects:
1. For the buyer (waiver of claim)
The buyer waives the possibility of:
- Claiming a price reduction: If the actual area of the property turns out to be less than indicated in the deed, the buyer cannot demand a proportional reduction in the purchase price (quanti minoris action).
- Requesting rescission: Surface differences (even if they exceed 10% of the total, which would be the limit for claims in a sale not executed corpus certum) are not grounds for requesting the termination of the contract.
2. For the seller (protection and price stability)
The seller is protected by ensuring that:
- The price is firm: The agreed price is considered global and unchangeable.
- Avoids price increase: If the actual area were greater than indicated, the seller also cannot demand a price increase from the buyer.
- Shield against errors: It protects against historical measurement discrepancies, errors in the Cadastre (tax records), or outdated property registry information.
Crucial distinction: Measurements vs. hidden defects
It is vital to remember that the "cuerpo cierto" clause only applies to the property's measurements (area, boundaries). It does not exempt the seller from their legal responsibility for:
- Hidden defects (vicios ocultos): Serious problems or defects in the property that were not evident at the time of sale (e.g., structural damage, severe dampness).
- Eviction: The obligation to defend the buyer if the buyer loses the property due to a judicial ruling (e.g., if a third party proves to have a better right to the property).