IL CONTRATTO DI VENDITA INVERSA

This thesis focuses on a type of contract, not expressly provided for by the Italian Civil Code but increasingly used, referred to as “reverse sale agreement”. The study arises from a practical transaction observed during a work experience within the legal department of an Italian company operating in the energy sector. Such transaction consisted of the transfer of an industrial premises, located in an area considered no longer strategic for the business plan of the owner and burdened by a decontamination order issued by the public authority. The owner undertook not only to transfer the ownership of the real estate to the assignee, but also to pay a consideration to him, upon the obligations of the latter to become owner of the real estate and to hold the assignor harmless from and indemnified against all liabilities arising from the presence of hazardous material in the property, including materials dating back to periods of time preceding the conclusion of the transfer of the real estate. In addition, the assignee undertook to use the consideration to carry out the decontamination of the land, where he wished to build a shopping center. The thesis analyses some issues connected to this type of agreement, including the admissibility of it within the Italian legal system along with the identification of its most relevant characteristics and the applicable legal framework. The final section illustrates two practical cases which may be subsumed within the scheme of the reverse sale agreement.