Contract clause for subsequent purchase price adjustment in the new development area

Hello dear forum members,

so far I have always been a silent reader and have been able to gather many important and interesting pieces of information for our construction planning. Thank you very much for that.

Please excuse me for writing a somewhat longer text, but I consider it important for understanding the situation.
As you all know, it is becoming increasingly difficult to find an (empty) plot of land and prices are exploding ever further beyond limits. By a fortunate coincidence, we were still able to reserve a really nice plot of land, which is somewhat above what we wanted to spend, but who knows when the next opportunity will come and if at all.

Now I am confronted with an issue on which I would like to hear your opinions and advice.
Yesterday I received the draft contract from the notary and stumbled upon a clause that struck me as very unpleasant and was not mentioned by the investor even once beforehand. I have not been able to find anything comparable in the forum or on common search engines.

The whole thing is titled “Kaufpreisanpassung”
In summary, the content says that if the municipality decides within the next 20 years that my garden land (40% of the plot) is now also (raw) building land, I must pay the difference between the current land value (worst case in 2041) and today’s purchase price to the previous owner (investor).

This cannot be lawful. Who knows how the land values will develop over the next 20 years. Even now, the price for the building land (developed) is very high at 40% above the standard land value and for the garden land I am paying a bit more than 1/3 of the building land price per square meter.

Has anyone of you ever come across something like this or does anyone have experience with the legal situation? I am not just “renting” the plot, but buying it, and therefore I should have the luck and not the misfortune if my garden should turn into building land.

I am really shocked and don’t quite know how to deal with it. It is like buying 1,000 sqm of farmland from a farmer for 2,000 € and then having to pay the farmer 400,000 € in 19 years if it just so happens to have become building land.

Thank you very much in advance for your help or reports of experience.

You will only get a legally certain answer from a lawyer, so from me just an assessment: The seller determines the contract and may ultimately write whatever they want into it. You as the contracting party either accept the offer they make to you or leave it. In my view, that cannot be wrong.

Good for you that you read the clause.
Does the contract state "aktueller Bodenrichtwert" or "zum Umschreibezeitpunkt geltender Richtwert"?

How about a negotiation? The risk that you might have to pay the current standard land value could still be worth agreeing to the contract given the location of the property.

That sounds very unusual, but it is absolutely smart for the investor. He is now making good money at a fair market price and if the value of the land increases later, he wants to benefit from the increase alone and collect again. I am not a lawyer and do not provide legal advice, but I am aware of the principle of freedom of contract. It is quite possible that this is completely fine as long as two competent parties agree to it.

who knows when the next opportunity will be and if at all.

This view is probably exactly the reason why the investor includes something like this in the contract; he assumes he will find the next buyer half an hour later. Personally, I would never sign something like that; it is a completely incalculable financial risk that could ruin you later. If you are gamblers and can discuss this with a lawyer beforehand, it may make sense to buy the property to secure it and later, if the clause is invoked by the investor, to sue against it. It would not be the first time that contract clauses are struck down by the Federal Court of Justice; this happens almost weekly in tenancy law. However, I would not have the nerves to worry every day for the next 30 years whether a letter with a six-figure claim is coming...

... Does the contract state "current standard land value" or "standard value valid at the time of re-registration"? ...

The meaning of the wording in the contract unfortunately is "standard value valid at the time of re-registration" And that is, as you have already said, absolutely uncertain where things are heading.

You cannot avoid legal advice on this. Maybe they have a good approach to challenge this as too vague and therefore inadmissible. The problem will only be that you have little chance before signing, as otherwise the investor will sell to the next one and after that the saying applies "in court and at sea...".