The Ethiopian Civil Code delineates a comprehensive legal architecture governing the conveyance of immovable property, thereby distinguishing such transactions from general contractual agreements and underscoring the imperative for perspicuity, public recordation, and the safeguarding of purchaser interests. Notwithstanding the general applicability of those provisions of the Code pertaining to the assignment of rights, particular articles specifically addressing the sale of immovable property are accorded precedence, as stipulated in Article 2875, thereby ensuring specialized regulatory treatment for these materially significant transactions.
A pivotal conceptual differentiation is established between a contract of sale and an agreement characterized as “work and labour relating to immovables.” Article 2876 articulates that any undertaking to deliver a dwelling, an apartment, or another edifice not yet extant at the time of agreement shall not constitute a contract of sale but rather an agreement for “work and labour.” This distinction emphasizes that a contract of sale, by its intrinsic nature, customarily presumes the antecedent existence of the property at the juncture of contractual formation.
The observance of formalities assumes paramount significance in transactions involving immovable property. Article 2877 stipulates that contracts concerning the sale of immovables shall be rendered null and void ab initio unless executed in written form. This mandate serves a multiplicity of objectives, encompassing the prevention of mendacious claims, the ascertainment of clarity regarding the stipulated terms of agreement, and the provision of verifiable evidence pertaining to the transaction. Beyond the requisite written form, the legal efficacy of a sale of immovable property vis-à-vis third parties is contingent upon its due registration. Article 2878 prescribes that the sale of an immovable shall possess no legal effect against third parties unless it has been properly inscribed within the registers of immovable property pertinent to the situs of the property conveyed. This fundamental principle of public notice, commonly referred to as the erga omnes effect, signifies that once registered, the transaction is deemed universally known, thereby affording legal certainty and affording protection to bona fide purchasers. In consonance with this, Article 2879 imposes a quintessential obligation upon the vendor to furnish all documentation indispensable for the purchaser’s successful registration of the transfer. This provision assures the purchaser’s capacity to satisfy the requirement of public notice and to secure their proprietary rights against third parties, thereby fortifying the integrity of the land registry system.
The Code places considerable emphasis upon the transparency concerning third-party encumbrances and provides robust safeguards for purchasers against eviction. Article 2880 imposes a duty upon the vendor to apprise the purchaser of any rights held by third parties over the immovable that are enforceable against the purchaser, irrespective of whether such rights are registered. Furthermore, the contract may explicitly stipulate the disclosure of registered rights. Conversely, Article 2881 introduces an element of caveat emptor, presuming the purchaser’s cognizance of all rights and burdens affecting the immovable that have been previously inscribed within the property registers. Nevertheless, this presumption is tempered by Article 2882, which permits the purchaser to invoke warranty against eviction for these registered rights should the vendor have explicitly warranted their non-existence within the contractual instrument, thereby reassigning the inherent risk to the vendor. The warranty against eviction constitutes a foundational safeguard, assuring the purchaser of undisturbed possession. Article 2883 extends the ambit of this warranty to scenarios where the immovable is subjected to attachment and subsequent sale owing to a creditor’s mortgage or antichresis. Moreover, the warranty against eviction is explicitly applicable when the vendor does not possess title to the immovable, either in whole or in part, as per Article 2884. In such contingencies, the purchaser may assert this warranty without awaiting actual eviction, unless the imminent threat thereof has dissipated. Article 2885 generally exculpates the vendor from liability for damages in the event of the purchaser’s eviction by an entity exercising a legal right of recovery over the immovable, unless otherwise contractually stipulated, thus acknowledging inherent legal entitlements that may subsist. Nevertheless, in instances of total or partial eviction, Article 2886 delineates the vendor’s financial responsibility, which encompasses the restitution of the purchase price, contractual expenses, and any outlays incurred by the purchaser in the alteration of the immovable, the objective being the restoration of the purchaser to their original pecuniary standing.
The Code further addresses circumstances that may precipitate contractual rescission and unequivocally upholds the purchaser’s entitlement to specific performance. Article 2887 provides that a sale of immovable property may not be abrogated by either the purchaser or the vendor solely upon the ground of “lesion,” which denotes a material imbalance in value. This provision reflects the principle of contractual autonomy, whereby contracting parties are generally expected to assume accountability for their negotiated agreements. Critically, Article 2892 vests the purchaser of an immovable with a “particular interest in the specific performance of the contract.” This reflects the intrinsically unique character of immovable property, where monetary compensation frequently proves insufficient to adequately redress a breach, thereby rendering specific performance a more appropriate equitable remedy. Notwithstanding, this entitlement is time-circumscribed, being forfeited if not formally demanded within one year subsequent to the discovery of the vendor’s delay.
With respect to the stipulated area of the immovable, the Code prescribes specific regulations to resolve discrepancies. Article 2888 establishes that the vendor warrants the area of the immovable if such dimension is indicated within the contract, thereby treating the stated area as a material term of the agreement. Should the actual area be smaller than indicated, Article 2889 (1) empowers the purchaser to demand a proportionate reduction in the purchase price. Furthermore, Article 2889 (2) confers upon the purchaser the right to demand rescission of the contract if the actual area is at least one-tenth smaller than indicated, or if such discrepancy renders the immovable unsuitable for the purchaser’s expressly known intended use. Actions predicated upon the warranty of area are subject to identical conditions and temporal limitations as those governing actions based upon a warranty against defects, as specified in Article 2890. Conversely, Article 2891 generally precludes the vendor from demanding an increase in the purchase price if the actual area is discovered to be larger, thereby preserving the purchaser’s benefit of the bargain, unless the vendor’s error in stating the area was demonstrably attributable to the purchaser’s fraudulent conduct.
Lastly, the Civil Code incorporates specialized provisions and the application of other contractual rules. Article 2893 permits a sale accompanied by a right of redemption, whereby the vendor may reserve the prerogative to repurchase the immovable from the purchaser within a designated period, herein integrating provisions pertaining to a “promise of sale.” Article 2894 ensures the broader coherence of the Civil Code by stipulating that provisions from the “Contracts relating to the assignment of rights” title concerning barter, the assignment of non-property rights, and hire-purchase agreements are also applicable to contracts involving immovable property. Within the context of hire-purchase agreements, Article 2895 affords a substantial safeguard to the hire-purchaser, permitting the registration of their contractual right of pre-emption within the immovable property registers, thereby providing public notice of their conditional proprietary interest.