Your landlord sold the flat without telling you: the tenant's retracto

The case, in five lines

What is brought

An action of retracto legal arrendaticio urbano (the urban tenant's statutory right of redemption) under article 25.3 of the Urban Leases Act: stepping into the buyer's place on the same terms as the sale, reimbursing him the price and the costs listed in article 1518 of the Civil Code. It is heard as a juicio ordinario (the full form of civil proceedings).

Before which court

The civil section of the Tribunal de Instancia (the first-instance court) for the place where the home is located. Before filing you must attempt to negotiate with the buyer (article 5 of Organic Act 1/2025): the retracto is not among the excepted matters.

Deadline

A lapse period (caducidad) of thirty calendar days, running from the day after the buyer formally notifies you of the essential terms of the sale by handing you a copy of the deed (article 25.3 of the Urban Leases Act). Without that notification the period does not start. A request to negotiate suspends it (article 7 of Organic Act 1/2025).

Who can bring it

Claimant: the residential tenant whose tenancy was in force when the home was sold and who had not validly waived the right; if several people signed the contract, all of them should sue. Defendant: the buyer, or whoever holds title today if the flat has been resold. The seller is joined when the claim disputes that the price stated in the deed is genuine.

Financial risk

In a juicio ordinario the losing party pays, as a rule, the other side's costs, and what is at stake here is the value of the flat. If you win but do not pay the price and costs within the period set by the judgment, you are left without the flat and with the cost of the case. If you do not exercise the retracto you do not lose your home: the buyer steps into your tenancy.

The retracto lets you buy the flat for what the buyer paid

Article 25.1 of the Urban Leases Act gives the residential tenant a right of preferential acquisition when the let home is sold. It has two sides. Before the sale it is a tanteo (a right of first refusal): the landlord must formally notify you of the decision to sell, the price and the other essential terms, and you have thirty calendar days to take the flat on those same terms. After the sale it is a retracto: you put yourself in the buyer's place.

Article 1521 of the Civil Code defines the statutory retracto as the right to be substituted, on the same terms as those agreed in the contract, for the person who acquires a thing by purchase or by transfer in payment of a debt. The sale is not set aside and no damages are sought: the sale stands, but with you as the buyer. That is why the action is brought against the person who bought, who must give up his place to you, and not against the landlord who sold.

Article 25.3 opens the retracto in three situations: where you were not given the tanteo notice, where any of its requirements was left out, and where the actual sale price turned out lower, or its terms less onerous, than what was notified. In addition, the effects of the tanteo notice lapse after one hundred and eighty calendar days. If the landlord did notify you but sold for less, or sold after that period, you keep the retracto even though you let the tanteo pass.

Thirty calendar days that only start when you are handed the deed

The retracto lapses after thirty calendar days, counted from the day after the formal notice the buyer must give you of the essential terms of the sale, by handing you a copy of the deed or of the document in which it was executed. It is a lapse period, not a limitation period: letters or complaints to the seller do not interrupt it, Saturdays, Sundays, public holidays and August all count, and the court applies it even if nobody raises it. The only pause it allows is the one created by the attempt to negotiate, explained below.

In January 2026 the Tribunal Supremo (the Supreme Court) held that the period does not run from a general piece of news about the sale, nor from the theoretical possibility of checking the Registro de la Propiedad (the Land Registry): it requires the buyer's formal notice with a copy of the deed or, at the very least, real, complete and exact knowledge of the sale and its essential terms. And in December 2025 it upheld the retracto of a tenant who learned of the sale more than two years after the deed was signed, because nobody had notified her.

In practice, the email in which a company tells you it is the new owner does not start the clock, because it neither hands you the deed nor tells you the price. But it is unwise to stake the case on that case law. We always count the period conservatively, from the first day you had in your hands anything resembling the deed or its terms, and we keep everything you have received with its envelope and its date, because that paperwork decides whether the right is still alive.

When there is no retracto: waiver, sale of the building and ancillary spaces

Article 25.8 allows the parties to agree that the tenant waives the right of preferential acquisition, in which case the landlord need only tell you of the intention to sell thirty days before the deed is signed. That freedom to waive was introduced by Act 4/2013, in force since 6 June 2013. Contracts signed earlier remain under their previous regime, in which a waiver was only valid if the agreed term exceeded five years. The date of your contract decides whether the clause you signed shuts the door on you.

Article 25.7 rules out the tanteo and the retracto where the home is sold together with the landlord's other homes or commercial premises in the same building, or where different owners sell every flat and unit in the building to a single buyer. In 2025 the full civil chamber of the Tribunal Supremo made clear that the exclusion requires the sale to cover every unit the seller owns in that building, and that it makes no difference if it forms part of a wider transaction. If the seller kept a single flat or unit, the exception does not apply. And if there is only one home in the building, the retracto exists.

Two further limits. If the garage space or storage room was let to you with the home and they were sold together, article 25.6 prevents you from redeeming the flat alone: it is all or nothing. And the retracto arises from a sale: a gift, an inheritance or a contribution to a company does not open it, unless it is proved that they disguise a sale. For commercial premises, article 31 extends this same regime, but there the law gives more room to what the parties agree and a waiver in the contract is common.

You pay the real price, plus costs, and nobody can inflate it

Article 25.3 makes the retracto subject to article 1518 of the Civil Code: you must reimburse the buyer the sale price and, in addition, the costs of the contract and any other legitimate payment made for the sale, and the necessary and useful expenses incurred on the home. In practice, the notary's and registry fees, the taxes the buyer paid and any necessary or useful works carried out since then are added to the figure in the deed.

The price is what was actually paid. The Tribunal Supremo restated this in 2026: the retracto is exercised at the real sale price, unless that price is fictitious or fraudulent. If the deed states more than was paid in order to put you off, you can prove the real price through the bank transfers, the valuation for the buyer's mortgage or an expert valuation, and redeem at that price. This line of evidence is prepared from day one, not once the buyer has already disputed it.

The opposite case is more common: a deed stating a lower price than was paid, with the rest in cash. The buyer cannot rely on the hidden price against you: the Civil Code deprives private documents made to alter what was agreed in a public deed of any effect against third parties, and the courts do not let anyone profit from their own fraud. If the flat was sold within a portfolio for a global price, the share attributable to your home has to be established, and the expert valuation then decides the case.

You need not deposit the price to sue, but you must pay to keep the flat

For decades a retracto claim was not admitted unless the price had first been deposited with the court, and many people still say so. Article 266.2 of the Civil Procedure Act only requires the claim to be accompanied by proof of the deposit, or by security where the price is unknown, when the deposit is required by law or by contract. The Urban Leases Act does not require it: it refers to the reimbursement under article 1518 of the Civil Code.

The Tribunal Constitucional (the Constitutional Court) held that refusing to admit a tenant's retracto claim for failure to deposit the price infringes the right to effective judicial protection, because that burden cannot be inferred from article 1518. And in December 2025 the Tribunal Supremo stated that reimbursement of the price and costs is not a condition for admitting the claim, but a substantive requirement that comes into play once a judgment upholding the claim has been obtained. If your contract imposed a deposit, the rule changes and you must deposit.

What nobody tells you is the flip side: if you win, the judgment gives you a short period to pay the price and costs, and if you do not pay there is no flat, but there are costs. That is why the case starts at the bank. We obtain the financing offer before filing and, where the client can, we deposit the price or provide security anyway: it takes an argument away from the buyer, shows the court that the claim is serious and shortens the end of the matter.

Before suing you must propose a settlement, and that stops the clock

Article 5 of Organic Act 1/2025 requires, for a civil claim to be admitted, prior resort to an appropriate dispute resolution method, with identity between what was negotiated and what is later claimed. The retracto action is heard as a juicio ordinario under article 249.1.7 of the Civil Procedure Act, and it is not among the matters excepted in paragraph 2. Without a documented attempt, the claim is not admitted.

With a thirty-day lapse period the question is obvious: can you negotiate without losing the deadline? Article 7 of the same Act answers that a request to negotiate which properly defines its subject matter suspends the lapse period from the date on which the attempt to deliver it is recorded. The count resumes if, within thirty calendar days of the buyer receiving it, there is no first meeting and no written reply, or when the negotiation ends without agreement. When it resumes, thirty days are not counted afresh: only what was left runs.

It is a recent rule and how it fits with such a short period is not yet settled by the Tribunal Supremo. That is why we send the request within the first few days, by burofax (certified letter with proof of content), specifically proposing the substitution at the price plus costs, and we count the deadline as if the pause did not exist. If there is a risk that the buyer will resell or mortgage the flat, we seek a preventive entry of the claim in the Land Registry as an interim measure, which does not require the prior attempt. The claim is filed before the civil section of the Tribunal de Instancia for the place where the home is located.

How we run the case, step by step

1. 1

   Fix day zero

   We reconstruct what you received, from whom and when: letters, burofaxes, emails and messages from the building manager. If nobody handed you a copy of the deed, the period has not started, but we count thirty calendar days from the first serious news and work within that margin.

2. 2

   Obtain the deed and the land registry extract

   We request the land registry extract for your home and for the other properties in the building: who bought, when, under what title, whether the seller kept other units and what was declared about the tenancy. If the sale is not registered, we locate the notary's office and request the copy, showing your legitimate interest.

3. 3

   Review your contract and the transaction

   We check the signing date and whether there is a waiver clause, whether the garage or storage room formed part of the same tenancy, whether the whole building was sold and whether there was a tanteo notice with a different price or more than one hundred and eighty days before the deed.

4. 4

   Secure the money

   We calculate what you will have to reimburse: price, costs of the sale and necessary or useful improvements. With that figure you ask your bank for a financing offer, and we decide whether to deposit the price or provide security with the claim even though the law does not require it for admission.

5. 5

   Request to negotiate sent to the buyer

   We send by burofax a concrete proposal for substitution, stating the price and costs you will assume. That request meets the requirement of article 5 of Organic Act 1/2025 and suspends the lapse period. If the buyer accepts, the deed is signed in your favour without litigation.

6. 6

   Claim, registry entry and payment

   Failing agreement, we file the retracto claim as a juicio ordinario against the buyer, and against the seller if the price is disputed, we seek the preventive entry in the Land Registry and, once judgment is won, we pay within the period set and the deed is executed in your name.

The law that applies

• Art. 25 LAU. Gives the residential tenant a tanteo of thirty calendar days from formal notice of the decision to sell, the price and the terms, and a retracto where no notice was given, a requirement was omitted or the actual price was lower; the retracto lapses thirty calendar days after the buyer's notice with a copy of the deed. It excludes the joint sale of the building and allows a waiver to be agreed. BOE-A-1994-26003
• Art. 31 LAU. Makes article 25 applicable to tenancies for uses other than housing, such as commercial premises. BOE-A-1994-26003
• Art. 1521 CC. Defines the statutory retracto as the right to be substituted, on the same terms agreed in the contract, for the person who acquires a thing by purchase or by transfer in payment of a debt. BOE-A-1889-4763
• Art. 1518 CC. Makes the retracto conditional on reimbursing the buyer the sale price and, in addition, the costs of the contract and any other legitimate payment made for the sale, and the necessary and useful expenses incurred on the thing sold. Article 25.3 of the Urban Leases Act refers to it. BOE-A-1889-4763
• Art. 249.1.7.º LEC. Sends to the juicio ordinario, whatever the amount at stake, claims exercising a retracto action of any kind. BOE-A-2000-323
• Art. 266.2.º LEC. Requires a retracto claim to be accompanied by documents constituting prima facie evidence of its title and, only where depositing the price is required by law or by contract, proof of that deposit or security guaranteeing it where the price is unknown. BOE-A-2000-323
• Art. 5 LO 1/2025. Makes prior resort to an appropriate dispute resolution method, with identity of subject matter, a condition of admissibility in civil matters, also met by direct negotiation between the parties or their lawyers; it excepts matters that do not include the retracto and does not require it for interim measures sought before the claim. BOE-A-2025-76
• Art. 7 LO 1/2025. A request to negotiate that properly defines its subject matter suspends the lapse period from the recorded attempt to deliver it; the count resumes if, within thirty calendar days of receipt, there is no first meeting and no written reply, or when the negotiation ends without agreement. BOE-A-2025-76

Each article checked against the consolidated text published in the BOE (the Spanish official gazette).

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