The effects of insolvency proceedings on the put option with a promise to repurchase (commentary on Supreme Court ruling 245/2025 of 14 February)

Abstract

The Supreme Court considers that in the case of a put option agreement with a promise to repurchase, when the promisor is declared bankrupt, there are reciprocal obligations pending fulfillment by both parties, regardless of the fact that their enforceability is subject to the fulfillment of the agreed term and the exercise of the put option. Therefore, the debtor’s obligation must be fulfilled with the bankruptcy estate. However, it cannot be ignored that, by granting the option, the promisor who is obliged to comply with the agreement gives the optionor the power to decide whether or not to carry out the definitive sale transaction, so that, if at the time of the declaration of bankruptcy, the put option right has not yet been exercised, only the obligation of payment of the agreed price of the promisor, which gives rise to a contingent bankruptcy claim, is pending fulfillment.