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The selection of a forum in contracts has always been a highly relevant topic in civil procedural law, widely used to define the competent jurisdiction for resolving potential disputes. With the enactment of Law No. 14.879/2024, there has been a significant change in the regime governing this choice, aiming to provide greater legal certainty and prevent abuses in the definition of the contractual forum. This article analyzes the modifications introduced, their practical impacts, and the challenges of their application in the Brazilian legal system. The provision of a specific forum for resolving contractual disputes has always sparked debates regarding its validity, especially in relation to inequalities between contracting parties. Before Law No. 14.879/2024, the Civil Procedure Code allowed the choice of a forum through a contract, except when it resulted in an excessive disadvantage for one of the parties, particularly consumers and workers. The new legislation has introduced stricter rules to prevent fraud and abuse, imposing objective criteria for the validity of the forum selection clause. 1. Evolution of Forum Selection in Brazilian Law The contractual forum selection has always been accepted in the Brazilian legal system, regulated by the 2015 Civil Procedure Code and consolidated jurisprudential understanding. However, practice has shown that many contracts imposed forums that hindered or even prevented the defense of the weaker party, leading to judicial challenges to their validity. 2. Changes Introduced by Law No. 14.879/2024 The new legislation has established more objective criteria for the validity of forum selection in contracts, determining that: The clause must be explicitly stated in a written contract signed by both parties; The chosen forum must have a connection to the domicile or residence of one of the parties or to the location of the contractual obligation; If there are indications of abuse, the judge may recognize the incompetence of the elected forum and refer the case to a more appropriate forum; In adhesion contracts, the forum selection cannot represent an excessive disadvantage for the adhering party. 3. Impacts and Practical Implications With the new regulation, companies and institutions will need to review their contractual clauses to ensure their validity and avoid future nullities. On the other hand, consumers and weaker parties gain an additional layer of protection against abusive clauses designed to hinder access to the judiciary. 4. Critical Analysis and Challenges in the Application of the New Law Despite the advances, the new legislation may generate controversies in its application. The subjectivity of the concept of "excessive disadvantage" and the possibility of judicial interference in contractual clauses may create legal uncertainty. Furthermore, jurisprudence will play a fundamental role in interpreting and consolidating the new provisions. Conclusion Law No. 14.879/2024 represents a significant advancement in regulating forum selection in contracts, imposing limits to prevent abuses and ensuring greater balance between the parties. However, its application will depend on jurisprudential interpretation and the improvement of control mechanisms, ensuring that the new rules fulfill their role in securing legal certainty and procedural equality.

Law n. 14.905/2024 introduced significant amendments to the Civil Code regarding monetary adjustment and interest application in judicial and extrajudicial debts. This research analyzes how these modifications affect past and ongoing cases, as well as their impact on contractual relations and civil obligations. The implementation of the new legislation raises questions about retroactivity, legal certainty, and potential economic consequences. Monetary adjustment and interest have always played a crucial role in obligatory relations, being fundamental for preserving purchasing power and ensuring fairness in contract execution. Law n. 14.905/2024 introduces substantial changes to the Civil Code, affecting how interest and monetary correction are applied in legal relations. The central issue of this study is understanding how this legislation will influence past and present legal proceedings and its compatibility with constitutional and procedural principles. Law No. 14.905/2024 and Amendments to the Civil Code The new legislation establishes clearer guidelines on monetary adjustments and interest, aiming to harmonize judicial interpretation and ensure greater predictability in civil obligations. The main changes include: The definition of specific indices for monetary correction, reducing judicial discretion. The standardization of moratory and compensatory interest rates, limiting the imposition of abusive interest rates. The harmonization of interest application criteria in contractual and extracontractual relations. Impact on Past and Ongoing Cases The application of Law No. 14.905/2024 to ongoing and already adjudicated cases raises debates about the retroactivity of its provisions and the principle of res judicata. The tempus regit actum  principle suggests that the new legislation should govern only future cases. However, discussions persist regarding its applicability to cases not yet definitively resolved. Past Cases For cases already adjudicated and in the execution phase, the application of the new legislation may be questioned based on legal certainty. Retroactive modifications could impact creditors and debtors, altering legitimate expectations regarding debt collection. Ongoing Cases In pending cases, the debate concerns adapting correction and interest parameters to the new legislation. Courts may apply the new law from its effective date, even to previous debts, provided fundamental principles of intertemporal law are respected. Practical Implications Law No. 14.905/2024 may benefit both the creditor and the debtor, depending on how interest and monetary adjustments were modified compared to the previous system. Possible Benefits for the Creditor Greater predictability and legal certainty  – Standardized interest rates may prevent interpretative maneuvers that unjustly reduced owed amounts. Reduction of judicial disputes – Clearer definitions of monetary correction and interest criteria may expedite compliance with judicial decisions, avoiding disputes over applicable indices. Protection against inflationary loss – If monetary updates establish more advantageous indices than previously applied, creditors may receive better-adjusted and corrected credit. Possible Benefits for the Debtor Limitation of abusive interest rates – If the new law restricts excessive interest charges, the debtor may pay a lower amount than under the previous system. Potential retroactive effect – If courts rule that the new legislation applies to past cases, the debtor may request a review of calculations, reducing the total debt. Greater clarity in calculations – The new regulation may prevent unfavorable interpretations that previously led to excessive charges for debtors. The standardization of monetary updates and interest rates affects both creditors and debtors, particularly in long-term contracts and enforcement litigation. The main effects include: Greater predictability for contracts and enforceable titles. Reduction of judicial disputes over correction indices. Potential revision of pending rulings if courts apply the new legislation immediately. Conclusion Law n. 14.905/2024 represents progress in providing greater predictability for monetary adjustment and interest rules, reducing legal uncertainty. However, its application to past and ongoing cases requires careful interpretation to avoid violations of legal certainty and acquired rights. The debate on the retroactivity of the rule will remain relevant, requiring judicial interpretation to ensure the coherence of the Brazilian legal system.

The year 2025 marks a period of significant updates in Brazilian Civil and Civil Procedure Law. The recent modifications to the Code of Civil Procedure (CPC) and the proposals for reforming the Civil Code aim to modernize legal institutions, adapt the rules to new social realities, and ensure greater efficiency in judicial services. This article analyzes the main changes implemented and discusses their practical implications, providing an overview of interest to legal practitioners. Civil Law and Civil Procedure are branches of the legal system that require constant revision to meet the dynamic nature of social and procedural relationships. In 2025, there is a notable legislative movement focused on updating these codes, with changes that directly impact both private relationships and judicial procedures. These modifications are partly adjustments to the established jurisprudence, but they also represent the evolution of the law and its need to adapt to new social and technological realities. 1. Changes in the Code of Civil Procedure (CPC) in 2025 The main alterations to the CPC include: Law n. 14.939/2024: Establishes that if the appellant does not prove the occurrence of a local holiday for the extension of the appeal deadline, the court must allow for the correction of this defect before declaring the appeal untimely. Law n. 14.833/2024: Changed the calculation of procedural deadlines, establishing that, in deadlines set in days, only business days should be considered, except when the deadline is determined in hours. Law n. 14.976/2024: Reaffirmed the competence of the Special Civil Courts to adjudicate claims provided for in the former Article 275, item II, of the 1973 CPC, eliminating divergent interpretations regarding the possibility of such claims in the Special Civil Courts. These changes, in addition to formalizing interpretations already adopted by the jurisprudence, respond to the need to make civil proceedings more agile and adapted to the current demands of society. 2. Changes in the Civil Code in 2025 Although the new Civil Code is still under discussion, some reform proposals are already generating expectations within the legal community. Bill No. 4/2025 was filed in the Senate, aiming to modernize essential institutions of Private Law. Among the main points under debate are: Update of Family and Succession Law: Proposals for greater flexibility in property regimes, the inclusion of new forms of common-law marriage, and a revision of inheritance rules. Regulation of Contracts and New Technologies:  Integration of specific provisions for electronic contracts and the application of artificial intelligence in Contract Law. Civil Liability: Expansion of the circumstances for liability for collective moral damages and a review of indemnity parameters. Real Rights: New guidelines for land regularization and the adaptation of rules on property in urban and rural condominiums. 3. Impacts and Challenges of the Changes The reform of the Civil Code and the modifications to the CPC represent advances in Brazilian legislation, promoting greater legal certainty, procedural speed, and adaptation to new social realities. However, these changes also bring challenges, such as the need for legal practitioners' training, adjustments in jurisprudential interpretations, and the adaptation of the judiciary system to absorb the new normative dynamics. Conclusion The changes in the Civil Code and the CPC in 2025 are a reflection of the evolution of Brazilian law, seeking greater effectiveness and alignment with social and technological transformations. The implementation of these new rules will require a joint effort between the legislative, judicial, and legal professionals to ensure a smooth and efficient transition to the new regulatory context.

Law n. 14.976/2024 brought significant changes to the Special Civil Courts (JECs), reaffirming their competence for claims involving obligations to give, do, and not do, which were previously provided for in the 1973 Code of Civil Procedure (CPC). These changes aim to standardize judicial interpretations and ensure greater legal certainty for the parties involved. This article analyzes the impacts of these changes on the dynamics of the JECs, as well as their effects on procedural speed and efficiency. The Special Civil Courts were created by Law n. 9.099/1995 with the objective of providing easy access to justice for less complex cases. However, the repeal of the 1973 CPC generated uncertainties about maintaining the JECs' competence for certain claims, leading to divergent interpretations in the courts. Law n. 14.976/2024 was introduced to resolve this gap, reaffirming and expanding the competence of the JECs. 1. Expansion of the Competence of the Special Civil Courts The new legislation confirmed that the Special Civil Courts remain competent to adjudicate: Obligations to give, do, and not do, regardless of the claim amount; Actions that require simplified evidence production; Consumer-related disputes that meet the criteria of lower complexity. In doing so, the law resolves an impasse that had been faced by the courts, which had diverging opinions on the possibility of processing these claims in the JECs after the repeal of the 1973 CPC. 2. Impacts on Procedural Speed and Efficiency Although the expansion of the JECs' competence is a step forward in increasing access to justice, it also presents challenges in managing the volume of cases. The expected impacts include: Increase in procedural flow: With more claims being processed in the JECs, there is concern about the judiciary system’s capacity to absorb the increased workload. Possible compromise of speed: Since these courts were designed for quick judgments, an excessive increase in claims may compromise this characteristic. Need for infrastructure and resources: To maintain the efficiency of the JECs, it will be necessary to invest in technology and in training for both staff and judges. 3. Procedural Limits and the Impossibility of Special Appeal Despite the expansion of competence, Law No. 14.976/2024 did not alter the appeal system of the Special Civil Courts, maintaining the following restrictions: Impossibility of filing a Special Appeal (REsp) to the STJ:  The jurisprudence of the Superior Court of Justice (STJ) remains firm that decisions of the Recursal Panels are not subject to a Special Appeal. Only an Extraordinary Appeal (RE) to the STF is admissible,  and that too only when there is a direct affront to the Federal Constitution. Simplicity in process management, avoiding procedural acts that would slow down the proceedings. These limitations reinforce the role of the JECs as a fast and accessible means of dispute resolution, preventing the system from being overloaded with appeals and complex discussions. 4. Challenges and Future Perspectives The implementation of Law No. 14.976/2024 brings challenges that will need to be addressed by both the judiciary and legal practitioners. Among these challenges are: Standardizing the interpretation of the norm by the Recursal Panels to avoid discrepancies between states; Investing in digitization and process automation  to maintain the efficiency and speed of the JECs; Improving alternative dispute resolution methods,  such as conciliation and mediation, to reduce the number of cases taken to court. Conclusion Law n. 14.976/2024 represents an important step in reaffirming the competence of the Special Civil Courts, ensuring legal certainty for disputes that were previously subject to divergent interpretations. However, its effectiveness will depend on efficient management of the increased workload, as well as on maintaining the philosophy of simplicity and speed that characterizes the JECs. Monitoring the initial decisions under the new legislation will be essential to gauge its real impacts on the Brazilian judiciary system.

Reverse piercing of the corporate veil has become a significant tool for holding shareholders and administrators accountable when they use legal entities to defraud creditors or conceal assets. With the recent amendments to the Civil Code, this mechanism has been refined, and its requirements better defined, ensuring greater legal certainty for both creditors and businesses. This article examines the impact of these changes and their implications for Business Law. Legal personality is a fundamental principle of business law, ensuring the separation of assets between a company and its shareholders. However, in certain situations, this separation can be abused for fraudulent purposes. Reverse piercing emerges as a solution to curb abusive practices, allowing the judiciary to reach the assets of a legal entity to satisfy the debts of an indebted shareholder. 1. The Concept of Reverse Piercing of the Corporate Veil Unlike traditional piercing, which seeks to hold shareholders’ assets liable for corporate debts, reverse piercing aims to target the company’s assets when there is evidence that it was used to hide the personal assets of a delinquent shareholder. 2. Changes in the New Civil Code With the reform of the Civil Code, provisions were introduced to: Define objective criteria for the application of reverse piercing; Reinforce the need to prove misappropriation of purpose and asset commingling; Better regulate the involvement of good-faith third parties in piercing cases; Create preventive mechanisms to avoid creditor abuses and protect legitimate businesses. 3. Implications for Business Law These modifications directly impact the business environment by: Increasing legal certainty for companies operating in good faith; Reducing the risk of improper asset shielding through shell companies; Imposing new accountability obligations on managers and administrators; Benefiting creditors who previously faced difficulties in recovering debts due to fraudulent asset structuring. 4. Jurisprudence and Trends The Superior Court of Justice has established precedents indicating that reverse piercing should be applied cautiously, requiring robust proof that the company was used as a means to conceal a shareholder’s assets. With the new rules, courts are expected to demand an even more rigorous analysis before granting such measures. Conclusion The reform of the Civil Code has improved the regulation of reverse piercing of the corporate veil, creating clearer criteria for its application and enhancing security for both creditors and business owners. However, its effectiveness will depend on judicial interpretation and companies' adherence to the new regulations.

Expropriation is one of the most significant mechanisms in Administrative Law, allowing the State to compulsorily acquire private property to serve the public interest. With recent modifications to the Civil Code and the Code of Civil Procedure, there has been a significant revision of procedures and indemnification criteria, aiming for a better balance between the supremacy of public interest and the protection of property rights. This article analyzes these changes and their legal and social impacts. Expropriation, provided for in the Federal Constitution and regulated by infra-constitutional legislation, is an essential tool for enabling infrastructure, urbanization, and economic development projects. However, its indiscriminate use can lead to abuses and affect fundamental rights, making stricter regulation necessary. The recent legislative changes seek to provide greater legal certainty to property owners and optimize the execution of public policies. 1. Historical Evolution of Expropriation in Brazil Historically, expropriation was a tool used by the State with few restrictions, often leading to arbitrary actions. Legislative evolution has sought to strengthen property owners' rights, ensuring fair and prior compensation, as mandated by the Constitution. The new regulatory changes reinforce process transparency, ensuring greater predictability for those involved. 2. Changes in the Civil Code and the CPC The main legislative changes include: More objective criteria for indemnification:  The new legislation establishes minimum standards for evaluating expropriated properties, preventing undervaluations that could harm property owners. Provisional possession immission:  The new regulation reinforces the need for financial compensation to the owner even before the judicial process is concluded. Requirement for socio-economic impact studies:  Projects involving large-scale expropriations must present a detailed plan on their effects on the local population. Deadlines and transparency:  The new legislation imposes stricter deadlines for indemnification payments and greater public disclosure of administrative acts. 3. Effects on Property Rights The new regulation aims to reconcile the supremacy of public interest with the protection of private property, ensuring: Greater predictability for property owners and real estate investors; Reduction of litigation arising from improper expropriations; Protection of vulnerable communities, ensuring adequate resettlement. 4. Jurisprudence and Trends The Supreme Federal Court and the Superior Court of Justice have consolidated stricter interpretations on the necessity of fair indemnification and transparency in expropriation processes. Recent rulings indicate a trend toward strengthening property owners' rights, preventing arbitrary expropriations. Conclusion The recent legislative changes on expropriation represent significant advances in protecting property rights and ensuring legal certainty in administrative processes. However, their practical application will depend on strict oversight and jurisprudential consolidation to prevent abuses.

The provisional possession, recently recognized as a real right by Law No. 14.620/2023, has significant impacts on public administration and the real estate market. This change strengthens legal certainty in expropriation and administrative occupation processes while imposing new regulatory and asset management challenges. This article analyzes the evolution of this institute, its impacts on public administration, and its repercussions on the real estate sector, considering the new legal and jurisprudential provisions. Provisional possession has always been a relevant institute in administrative and civil law, especially in expropriation situations and the granting of public property use. However, its formal inclusion as a real right in the Civil Code introduces innovations in the relationship between public authorities and private individuals, enhancing its legal certainty and predictability. 1. Concept and Evolution of Provisional Possession Provisional possession allows the government or certain private entities to temporarily hold a property before completing a definitive acquisition process. Its application mainly occurs in expropriations for public utility purposes and the granting of land use for social interest projects. With Law No. 14.620/2023, provisional possession is now recognized as a real right, providing more robust protection for the temporary occupant and better regulating its use. 2. Impacts on Public Administration The legislative change has direct implications for public management, as it: Enhances legal certainty for infrastructure projects and public works; Reduces the risk of disputes over property possession in expropriation processes; Requires more detailed planning of resettlement policies and compensations. These factors make the institute more attractive for public administration while also necessitating greater transparency and control over its use. 3. Repercussions in the Real Estate Market Provisional possession also affects the real estate market, particularly for: Companies involved in concessions and public-private partnerships; Investors who require security regarding property use; Properties affected by public interest projects, which may see value changes due to the anticipation of possession. The inclusion of provisional possession as a real right may also facilitate financing opportunities and provide greater predictability for the sector. 4. Challenges and Controversies Despite its benefits, the new legislation presents challenges, such as: Harmonizing with the rights of expropriated property owners; Monitoring the proper use of provisional possession; The risk of litigation over compensation and criteria for its application. These aspects require a balance between public and private interests, ensuring that the new regulation is applied fairly and efficiently. Conclusion Recognizing provisional possession as a real right represents a significant advancement for real estate and administrative law. While it provides greater legal certainty for both public and private entities, it also introduces new regulatory and operational challenges. Its successful implementation will depend on jurisprudential interpretation and alignment among the various stakeholders in the sector.

Technological advancements and the increasing digitization of social and economic relations have introduced new challenges for Civil Law. With the recent reform of the Brazilian Civil Code, the social function of property has been expanded to include digital property, imposing new obligations on platforms and digital service providers. This article analyzes the main modifications, their practical impacts, and the challenges in applying these new guidelines. The concept of property has evolved over time, keeping pace with economic and technological transformations. With the inclusion of digital property in the Brazilian legal framework, there arises a need to harmonize individual and collective rights, particularly concerning data protection and the liability of digital platforms. 1. The Evolution of the Social Function of Property Historically, the social function of property emerged to balance property rights with social interests. In the digital environment, this concept expands to include personal data protection, transparency in information management, and the accountability of companies operating in the virtual space. 2. Changes in the Civil Code and Their Impacts The recent reform of the Civil Code introduced significant changes, including: The explicit recognition of digital property as a protected right; The imposition of obligations on digital platforms, including security mechanisms and measures to prevent data breaches; The expansion of civil liability rules for technology companies and social networks. 3. Data Protection and Platform Liability The social function of digital property is directly linked to personal data protection. The LGPD (General Data Protection Law) had already established important guidelines, but with the inclusion of this topic in the Civil Code, new regulatory challenges arise. Platforms must now ensure: Explicit consent for data collection and usage; Transparency in the use of user information; Effective measures to prevent data breaches and misuse. 4. Challenges and Perspectives for the Applicability of the New Regulation The implementation of these norms faces challenges, such as defining the scope of corporate liability and effectively monitoring compliance. Jurisprudence will play a crucial role in consolidating interpretations regarding the extent of these changes and the limits of platform liability. Conclusion The new regulation represents progress in protecting rights in the digital environment, balancing economic freedom with user protection. However, its effectiveness will depend on judicial enforcement and the adaptation of platforms to the new legal requirements.

The selection of a forum in contracts has always been a highly relevant topic in civil procedural law, widely used to define the competent jurisdiction for resolving potential disputes. With the enactment of Law No. 14.879/2024, there has been a significant change in the regime governing this choice, aiming to provide greater legal certainty and prevent abuses in the definition of the contractual forum. This article analyzes the modifications introduced, their practical impacts, and the challenges of their application in the Brazilian legal system. The provision of a specific forum for resolving contractual disputes has always sparked debates regarding its validity, especially in relation to inequalities between contracting parties. Before Law No. 14.879/2024, the Civil Procedure Code allowed the choice of a forum through a contract, except when it resulted in an excessive disadvantage for one of the parties, particularly consumers and workers. The new legislation has introduced stricter rules to prevent fraud and abuse, imposing objective criteria for the validity of the forum selection clause. 1. Evolution of Forum Selection in Brazilian Law The contractual forum selection has always been accepted in the Brazilian legal system, regulated by the 2015 Civil Procedure Code and consolidated jurisprudential understanding. However, practice has shown that many contracts imposed forums that hindered or even prevented the defense of the weaker party, leading to judicial challenges to their validity. 2. Changes Introduced by Law No. 14.879/2024 The new legislation has established more objective criteria for the validity of forum selection in contracts, determining that: The clause must be explicitly stated in a written contract signed by both parties; The chosen forum must have a connection to the domicile or residence of one of the parties or to the location of the contractual obligation; If there are indications of abuse, the judge may recognize the incompetence of the elected forum and refer the case to a more appropriate forum; In adhesion contracts, the forum selection cannot represent an excessive disadvantage for the adhering party. 3. Impacts and Practical Implications With the new regulation, companies and institutions will need to review their contractual clauses to ensure their validity and avoid future nullities. On the other hand, consumers and weaker parties gain an additional layer of protection against abusive clauses designed to hinder access to the judiciary. 4. Critical Analysis and Challenges in the Application of the New Law Despite the advances, the new legislation may generate controversies in its application. The subjectivity of the concept of "excessive disadvantage" and the possibility of judicial interference in contractual clauses may create legal uncertainty. Furthermore, jurisprudence will play a fundamental role in interpreting and consolidating the new provisions. Conclusion Law No. 14.879/2024 represents a significant advancement in regulating forum selection in contracts, imposing limits to prevent abuses and ensuring greater balance between the parties. However, its application will depend on jurisprudential interpretation and the improvement of control mechanisms, ensuring that the new rules fulfill their role in securing legal certainty and procedural equality.

The relationship between landlord and tenant can become complex when the lease agreement involves the construction of improvements, particularly when these improvements are integrated into the landlord's property. In this context, a case where the tenant constructs a building on leased land, with a clause stipulating that the improvements will be incorporated into the landlord’s property at the end of the lease term, raises questions about the validity of possession, usage rights, and contractual obligations. The analysis becomes even more delicate when the tenant sells the business assets and the constructed building without the landlord’s consent, in violation of the lease agreement. 1. Legal Nature of the Contract and Incorporated Improvements In this case, with all improvements, including the constructed building, to be incorporated into the landlord’s property at the end of the lease. Legally, this clause establishes that the improvements, although made by the tenant, will become the property of the landlord, as the construction becomes inseparable from the land. This stipulation aligns with Article 35 of the Tenancy Law (Law 8.245/91), which allows the parties to define rules regarding improvements, respecting contractual autonomy. 2. Sale of the Business Assets and Contractual Implications The sale of the business assets and the incorporated construction, conducted without the landlord’s express consent, constitutes a potential contractual breach. Given the nature of the incorporation clause, the alienation of the constructed property without consent contravenes the principles of the social function of the contract, as well as the duties of good faith and contractual loyalty. Jurisprudence has consistently upheld that the landlord must be aware of and consent to the transfer or sublease of the agreement to ensure compliance with the original terms. In this specific case, the sale without the landlord’s consent could be interpreted as a breach of contract, as the tenant effectively transferred the use of a property that would, at the end of the lease, belong to the landlord. 3. Consequences of Contractual Breach In cases of contractual non-compliance, the landlord has the right to challenge the validity of the sale and sublease executed by the tenant. According to the Civil Code, specifically Articles 421 and 422, a breach of contract entitles the injured party to seek termination of the agreement, in addition to claims for compensation for losses and damages. The landlord can thus pursue judicial dissolution of the lease agreement, demanding the immediate return of the property and financial compensation if it can be demonstrated that the unauthorized sale caused harm. 4. Sublease and the Landlord’s Right to Object Lease agreements often restrict the tenant’s ability to sublease or alienate the leased property, typically requiring the landlord’s express consent for such actions. In this case, the tenant not only sold the business assets but also transferred possession of improvements that would ultimately belong to the landlord. This opens the possibility for the landlord to seek a judicial declaration of nullity of the sublease, citing the lack of consent, and, if necessary, request repossession of the property. Final Considerations This case highlights the importance of careful analysis in lease relationships when tenants invest in property improvements, especially in long-term contracts. Jurisprudence and legal doctrine emphasize the protection of landlords' rights to maintain their property in accordance with agreed terms, with prior consent serving as a critical safeguard to avoid disputes and protect the rights of both parties. In cases of non-compliance, it is incumbent upon the landlord to seek judicial remedies to recover damages and ensure full adherence to the lease agreement.

Lease relationships are governed by a series of rights and obligations for both the landlord and the tenant, reflecting the proper use and preservation of the leased property. A recurring issue in rental agreements is the impact of improvements made by the tenant, particularly necessary and useful improvements, which may entail rights to compensation or retention. This article explores the definition of improvements, their classifications, legal effects, and the main disputes involving reimbursement and retention rights in the leasing context. 1. Concept of Improvements and Their Classification in Brazilian Law Article 96 of the Brazilian Civil Code classifies improvements into three categories: necessary, useful, and luxurious. The law provides distinct treatments for each, especially regarding the tenant's rights in cases of improvements made to the leased property. Necessary Improvements : These are essential to the preservation of the property and are carried out to prevent its deterioration. Examples include structural repairs, safety installations, or adjustments to prevent decay. Useful Improvements : While not essential, these improvements increase the use or value of the property. Examples include building a wall for additional security, installing partitions, or adapting spaces for easier use. Luxurious Improvements : These are aesthetic or luxury enhancements that do not increase the functionality of the property, such as decorative or comfort items that do not directly affect the property's value or utility. 2. Tenant Rights Regarding Improvements When tenants make improvements to the leased property, they may be entitled to compensation or retention rights, depending on the classification of the improvements and the landlord's consent. 2.1 Right to Compensation and Retention The Brazilian Tenancy Law (Law No. 8.245/91) ensures that tenants are generally entitled to compensation for necessary improvements, regardless of the landlord's prior authorization. If the landlord has previously authorized useful improvements, the tenant may also be entitled to compensation. However, the law does not provide reimbursement rights for luxurious improvements. Retention rights, as stipulated in Articles 578 and 579 of the Civil Code, allow tenants to retain possession of the property until they are compensated for necessary and authorized useful improvements. 2.2 Limitations on Compensation and Retention Rights While retention rights serve as an important tenant protection mechanism, they have limitations. Retention can only occur when the improvements made are genuinely necessary for property preservation or add value, provided they were authorized by the landlord in advance. 3. Legal Implications and Common Disputes over Improvements in Leases Making improvements to leased property often becomes a source of disputes between landlords and tenants, especially regarding the limits of each party's responsibilities. Brazilian courts tend to analyze these cases cautiously, requiring tenants to prove the necessary or useful nature of the improvements to claim compensation or retention rights. 3.1 Issues with Authorization and Prior Consent The absence of formal consent for useful improvements is one of the main sources of conflict. Landlords may refuse to reimburse unauthorized improvements, leading to disagreements and, frequently, litigation. Legally, the lack of consent limits the tenant's ability to seek reimbursement for useful improvements, even if they increase the property's value. 3.2 Obligation to Return the Property in Its Original Condition Another point of contention is the requirement that tenants return the property in its original condition. Many improvements may alter the structure or appearance of the leased property, prompting the landlord to demand its restoration to its initial state. In the absence of a specific agreement regarding the improvements, tenants may be required to reverse modifications, incurring additional costs. 4. Reflection and Potential Contractual Solutions To prevent conflicts, it is advisable for parties to include specific clauses regarding improvements in the lease agreement. A well-drafted improvement clause enables the parties to define what types of improvements are permitted, the rights to compensation and retention, and who will bear the costs of restoration or repairs at the end of the lease. 4.1 Importance of a Prior Authorization Clause Including prior authorization for improvements can help avoid disputes over retention and compensation rights. It is important for the contract to explicitly define which improvements are reimbursable, reducing conflicting interpretations. 4.2 Conditions for Returning the Property To protect their property, landlords may require tenants to commit to returning the property in its original condition. Alternatively, the contract can stipulate that useful or necessary improvements that enhance the property's value will not be reversed, ensuring future benefits for the landlord. Conclusion The impact of necessary and useful improvements on lease relationships highlights the complexity and care required in drafting and executing lease agreements. While improvements can add value to the property and benefit the landlord, the absence of clear agreements regarding compensation and retention rights may lead to disputes, complicating the peaceful termination of the lease relationship. The inclusion of specific contractual clauses regarding improvements and adherence to the rules established by the Civil Code and the Tenancy Law are essential for maintaining a balanced relationship between landlords and tenants, preventing disputes, and safeguarding the rights of both parties.

Real estate purchase commitment contracts are a common way to ensure the future transfer of ownership, allowing the buyer and seller to establish a preliminary agreement until all conditions are met. However, these contracts also allow for resolution, usually in cases of buyer default, such as non-payment. In this context, applying resolutive clauses and the property reversion process to the seller requires careful handling, including calculating debts and credits between the parties, improvements made, property damages, and prolonged occupation by the buyer. 1. Resolutive Clause and Property Reversion The resolutive clause is a contractual provision that allows the termination of the contract, returning ownership to the seller in the event of non-fulfillment of obligations, particularly payment. This clause grants the seller the right to demand the property back and cancel the sales promise, while respecting legal processes and, in some cases, setting compensation for the time the buyer remained in the property without fulfilling contractual conditions. To ensure a fair property reversion, it is essential to consider the calculation of debts and credits, accounting for amounts paid up to the termination date, benefits from property occupation, and any potential damages to the asset. 2. Calculation of Debts and Credits In the event of termination, calculating debts and credits between buyer and seller is essential to avoid unjust enrichment and ensure fair compensation. This calculation should consider the amounts paid by the buyer, property occupation, and any damages or improvements made. For instance, if the buyer has occupied the property for an extended period, it may be fair to compensate the seller for this occupation, which may be deducted from the refund amount. This calculation should also include reimbursement for any economic benefits derived from the property — such as income or economic uses — and compensation for material damages. If the seller has received substantial value from the property's prolonged use, the amount paid by the buyer can be deducted based on a precise calculation. 3. Vacating and Returning the Property Vacating is a necessary step for the effective reversion of ownership to the seller. After contract termination, the buyer must vacate the property, allowing the seller to regain possession. If the buyer resists, the seller may seek judicial assistance for possession recovery, ensuring prompt and peaceful property return. To avoid conflicts, vacating should follow reasonable timelines and comply with contractual clauses or judicial determinations. 4. Improvements and Enhancements Made by the Buyer A frequently controversial aspect of contract termination is compensation for improvements made by the buyer. In many cases, the buyer may have made enhancements to the property, increasing its value or adding useful features, as well as bearing mutual obligations, such as any damage caused by the buyer against the seller. The law distinguishes between three types of improvements: necessary, useful, and luxury, and reimbursement to the buyer will depend on the type of improvement and their good faith or bad faith in making these enhancements. For necessary or useful improvements made in good faith, the buyer has the right to compensation, provided these enhancements add value to the property. On the other hand, luxury improvements, which serve only decorative purposes, are generally not compensable. However, if the buyer acted in bad faith — that is, made improvements knowing they were in default or in breach of contractual clauses — they may lose the right to compensation and could even be required to remove the improvements or repair any damage caused. Conclusion The termination of a real estate purchase commitment goes beyond the simple repossession of the property by the seller. It requires a balance that ensures the rights and duties of both parties, considering the time of property occupation, improvements made, property damages, debt and credit calculations, and compliance with established contractual obligations. The law provides compensation mechanisms for both parties, aiming for a fair and balanced outcome. Thus, the purchase commitment becomes a multifaceted contract that demands attention to resolutive clauses, the property usage history, and the parties' good faith conduct, especially in cases of default. Protecting both parties under the contract terms is crucial to prevent abuse in real estate transactions and to guarantee rights and obligations in termination situations.