Exercising the Right of Option: Knowledge Within the Deadline According to the Court of Cassation (Judgment No. 15840/2025)

The Court of Cassation, with Judgment No. 15840 of June 13, 2025, has provided crucial clarification on the exercise of the right of option, a fundamental contractual instrument. This ruling reiterates essential principles of our legal system, vital for the validity of agreements. Let's analyze the key points of this decision, making understandable the importance of respecting deadlines and the nature of legal acts in contract law.

The Right of Option: What It Is and How It Works

The right of option, governed by Article 1331 of the Civil Code, is an agreement whereby one party (the grantor) binds themselves to their offer, making it irrevocable, while the other party (the option holder) has the faculty to accept or reject it. The option holder thus enjoys a period of time to decide whether to conclude the definitive contract, without the risk of the offer being withdrawn. It is a preparatory pact that, with the mere acceptance by the option holder, leads to the formation of the final contract.

Acceptance as a Receivable Act: The Clarification by the Court of Cassation

The core of Judgment No. 15840/2025, which involved parties A. C. versus F. V., concerns the legal nature of exercising the right of option. The Court of Cassation, with the panel presided over by Dr. D. V. R. M. and with Dr. B. M. as rapporteur, reaffirmed that the acceptance of the offer, and therefore the exercise of the option, is a "receivable" act.

The exercise of the right of option consists in the declaration of acceptance of the contractual offer that the other party has undertaken to keep firm and therefore constitutes a receivable act which, as such, produces its effects at the moment it reaches the sphere of knowledge of the addressee, so that, where a deadline has been set for the exercise of the option, it is necessary for the relevant manifestation of will and, therefore, the acceptance of the offer, to reach the sphere of knowledge of the offeror before the expiry of that deadline.

A "receivable" act produces effects only when it comes to the addressee's knowledge (Article 1334 of the Civil Code). It is not enough to express one's will or send the declaration; it is essential that it actually reaches the offeror's sphere of knowledge. The Court of Cassation emphasizes that mere dispatch is not sufficient. Article 1335 of the Civil Code introduces a presumption of knowledge upon arrival at the addressee's address, but the essence is the actual or presumed arrival and knowledge within the deadlines.

The Deadline: An Insurmountable Limit

The judgment unequivocally clarifies: if a deadline has been set for the exercise of the option, the acceptance must reach the offeror's sphere of knowledge *before its expiry*. An acceptance received even one day after the deadline extinguishes the right of option and prevents the contract from being finalized. The Court rejects the idea that the mere dispatch of the communication within the deadline is sufficient.

For the option holder, this requires maximum diligence. It is necessary to ensure that the offeror has received and can know of the declaration within the established deadline. Practical advice:

• Trackable means: Registered mail with return receipt or certified email (PEC).
• Send in advance: Do not wait until the last minute, to allow for safety margins.
• Verify receipt: Ascertain, whenever possible, actual receipt.

Conclusions: Legal Certainty and Protection

Judgment No. 15840 of 2025 by the Court of Cassation offers a valuable warning to all parties involved in agreements with a right of option. The clarity on the receivable nature of acceptance and the non-negotiable respect of the deadline for its knowledge strengthens legal certainty and prevents disputes. For professionals and individuals, the lesson is clear: contract formation requires attention to detail and diligence in communications. Relying on experienced legal professionals ensures that rights are fully protected.