It often happens in practice: a Purchaser signs an Offer to Purchase (OTP), fails to comply with obligations (for example, payment of deposit or securing bond approval), disappears for months and then unexpectedly reappears wanting to proceed with the transaction. The question is whether the parties can simply continue where they left off or whether a new agreement is required.

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The short answer:  

In most cases, the Purchaser cannot simply revive the transaction unilaterally once the contractual time periods in the OTP have lapsed.

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Why not?

An Offer to Purchase relating to immovable property is governed by the formal requirements of the Alienation of Land Act 68 of 1981, which requires that all material terms of the agreement must be reduced to writing and signed by the parties. This applies not only to the original agreement, but also to any amendment, extension, revival, or reinstatement of that agreement.

Once key dates in the OTP have expired, especially where they relate to:

• securing bond approval,
• payment of the deposit,
• provision of guarantees, or
• fulfilment of suspensive conditions,

the agreement may either:

1. lapse automatically, or
2. become capable of cancellation by the Seller, depending on the wording of the OTP.

Where a suspensive condition (such as bond approval) is not fulfilled within the stipulated time period, the agreement typically lapses automatically and becomes void ab initio, unless extended in writing before expiry.

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Can the parties simply proceed informally?

No! The parties cannot simply “continue” with the transaction based on verbal confirmation months later.

If the original OTP has lapsed:

• there is no longer a binding agreement, and
• any attempt to revive the transaction must comply with the writing requirement of the Act.

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This means the parties must either:

Option 1: Sign a written extension or revival agreement  

If both parties agree that the original OTP should continue on the same terms, they may sign a written addendum confirming:

• revival of the agreement,
• extension of expired dates, and
• confirmation that all other terms remain unchanged.

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Option 2: Conclude a new Offer to Purchase  

This is often the safer and cleaner approach, especially where:

• several deadlines have expired,
• market conditions have changed,
• occupational arrangements are affected, or
• compliance steps must be restarted.

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Practical conveyancing considerations

From a conveyancer’s perspective, proceeding without a valid written agreement creates significant legal risk. It may affect:

• enforceability of the transaction,
• entitlement to commission,
• compliance with bond approval timelines,
• municipal clearance planning, and
• transfer duty or rates clearance preparation.

Most importantly, it exposes both Seller and Purchaser to uncertainty regarding their contractual rights.

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What should Sellers do when a Purchaser reappears months later?

The Seller is not obliged to proceed automatically. Instead, the Seller may:

• insist on a new OTP,
• renegotiate the purchase price or timelines, or
• decline to proceed altogether.

Each situation depends on the wording of the original OTP and whether it lapsed automatically or remained capable of enforcement.

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Conclusion

Where an Offer to Purchase has expired due to non-compliance with its time-bound obligations, the transaction cannot simply resume informally at a later stage. A written revival agreement or a new OTP is required to ensure compliance with statutory requirements and to protect both parties.

In practice, concluding a fresh OTP is often the most legally secure solution.