ᐅ Execution planning agreed first – then excluded?

There is one more clause in the contract:
"This purchase agreement becomes effective upon confirmation of the contract by the contractor."

The contract was signed by the seller together with us.....

1. Invitation (an offer to be made, since the seller (see your note) was not allowed to conclude the contract themselves).
2. You agree and have communicated this consent via email.
3. The seller sends the draft contract in advance by email.
4. The seller discusses the contents with you personally and clarifies further questions, etc.
5. You all sign.
6. Preparatory documents are sent.
7. Meanwhile, you have submitted the building project to the building authority (before your offer is accepted by the contractor), and they have confirmed receipt.
8. The contractor modifies and supplements your offer. This turns it back into an offer from them to you (§ 150 para. 2 Building Code). You can now accept, reject, or modify it again and submit another offer.
10. (actually 9.) The contractor explains their reasons once again (actually friendly) and makes it clear that they do not want to enter into the contract if they are required to prepare a "detailed execution plan."

"Where would we end up..." You do not have to like the legal regulations. But here they work quite well. You and the contractor have understood the term "detailed execution plan" differently, so you were never really in agreement, even if the text suggests otherwise. Fortunately, this became clear beforehand, allowing both parties to reconsider whether to proceed with the contract as it is.

I think it is all quite fine, even if the outcome may not meet your expectations. The months of negotiations have apparently resulted in a situation where all details are included, just not the detailed execution plan as you envisioned.

And again: no contract has been concluded so far. You do not yet have a final agreement. If you now decide not to accept, then you have negotiated for months in vain—but so has the contractor. That is fair, isn’t it?

Voki1 schrieb:
5. You all sign.

After all, it’s not a piece of toilet paper being signed here, but the construction contract according to the original poster. These are two written, mutually agreed declarations of intent to carry out this project under the stated conditions.

As a layperson, my first question is:

- Why does the contractor have the unilateral right to cancel or amend the contract by issuing another order confirmation, even after both parties have signed it? This seems to unfairly disadvantage the buyer (a private individual).

No one is being treated unfairly here. The seller probably signed, but it was very clearly stated in writing that this contract still had to be accepted by the company itself. If you really read everything and want to understand it as it is written, it becomes clear that the contract only comes into effect once the company confirms it. However, it did not do so; instead, it inserted a change that makes the contract appear acceptable (at least for the contractor). This is likely intended to prevent overly generous concessions from sellers, who sometimes speak faster than they think. Additionally, the seller may sometimes have a strategy behind this: to get the signature first and then allow the contractor to enforce a few minor changes. The future homeowner, having already been excited (as in this case), will often stick to the amended contract anyway.

Whether one likes the outcome or not is probably a matter of personal preference. I find it quite appropriate here, even if the original poster seemed to have hoped for a different result. You cannot simply ignore unfavorable clauses (such as the requirement for acceptance by the contractor before the contract takes effect). It was clearly, distinctly, and unequivocally regulated, although the original poster did not expect the change and was unaware of the situation regarding the contract not being concluded. However, this does not change the legal assessment.

oleda222 schrieb:
We’re not talking about signing a piece of toilet paper here, but rather the construction contract, according to the original poster.

No, it’s not toilet paper, since that usually consists of several softer layers. But really, it’s not much different until it becomes a contract. And contracts in Germany are formed through offer and acceptance.

The contract was also not "unilaterally nullified," because it never actually came into existence. There was no contract yet, just a few sheets of (single-ply, rather stiff) paper. The seller’s signature is just for show, so it has no value. It even says so in the document, since this acceptance cannot be declared by him. So what is he declaring here? Only that you agree on the content, and now the agreement with the contractor must follow.

Law versus gut feeling. Usually, the law wins.

Thank you for your detailed explanations. Everything is very thorough and easy to understand.
In our opinion, the construction company has made a good impression from the very beginning. Their communication style, competence, and responsiveness—all very professional.
Our gut feeling still tells us that we want to build with this company.
In conversations with previous clients, we were also able to confirm that execution plans are created. (You can’t build a house without these.)
However, none of these clients were able to tell me what scale these plans were drawn to.
I am still waiting for the expert’s response on which scale he needs to conduct proper site supervision and inspections.
Has anyone here had experience regarding the scale of execution plans / working drawings?