Explanation of Article 670
The article addresses the relationship between the preemptive right holder and the seller; it clarifies the legal position of the preemptive right holder towards the seller after confirming his ownership of the sold item. The preemptive right holder replaces the buyer in all rights and obligations towards the seller. As a result of this substitution, the buyer disappears from the transaction, and the preemptive right holder takes his place, transforming the sale from being between the seller and the buyer to being between the seller and the preemptive right holder. Thus, it is not viewed as a sale that was first concluded between the seller and the buyer, followed by a second sale concluded between the buyer and the preemptive right holder. Rather, it is a single sale concluded between the seller and the preemptive right holder, establishing a direct connection between them that made the preemptive right holder the buyer from the beginning by substituting the buyer in the direct right. Consequently, the seller's obligation to the preemptive right holder is direct in transferring ownership of the sold item, delivery, warranty against eviction and entitlement, warranty against hidden defects, and in all rights and obligations.
The article also clarifies that the preemptive right holder replaces the buyer in benefiting from the granted period for payment of the price, even if the seller does not agree to this, provided that the preemptive right holder offers sufficient guarantees to the seller, such as a mortgage or similar. The legislator considered this distinction between the buyer and the preemptive right holder by requiring the preemptive right holder to provide sufficient guarantees to benefit from the period, as the seller may place trust in the buyer that he does not place in the preemptive right holder, accepting to defer the price for the buyer but not for the preemptive right holder.
Related To
Article 670
The holder of the right of first refusal shall subrogate the buyer against the seller in all his rights and obligations. The holder may, if he provides the seller with sufficient securities, benefit from the grace period granted to the buyer to pay the price.