Buying in Dubai or anywhere in the UAE is exciting—but the Sales & Purchase Agreement (SPA) is where deals are truly won or lost. I’ve reviewed enough SPAs to see the same pitfalls repeat: vague property descriptions, fuzzy handover timelines, and missing protections for buyers. The good news? Once you know what to scan for, you can spot red flags in minutes.
What’s really happening in the market
Developers move fast, off-plan launches sell out, and marketing brochures look great. But here’s the thing: only what’s in your SPA is enforceable. Your leverage is highest before you sign. Use it.
What I look for first (and why it matters)
When I review an SPA, I don’t start with the price. I start with clarity. Who’s selling you what, by when, under which legal protections? If any of those are fuzzy, I push back. You should too.
Your SPA Quick-Scan: 12 things to confirm
- Parties & authority
Full legal names, IDs, registered addresses—and proof the seller/developer can legally sell the unit. - Exact property description
Unit number, size (net vs. gross), location, views, parking, storage, and for off-plan: approved floor plans and specifications. - Purchase price & currency
Total price, deposit, VAT (if applicable), exchange-rate risk allocation, and any adjustment mechanisms. - Payment schedule
Milestones, due dates, grace periods, late-payment fees, and whether payments go to a RERA-registered escrow account. - Handover/completion date
Target date, permissible delays, long-stop date, and what happens if the developer misses it (liquidated damages or buyer’s right to terminate). - Title & encumbrances
Written warranties that title will be transferred free of mortgages, liens, or third-party rights. - Compliance with laws
Confirmation the project has all approvals (including RERA where applicable), building permits, and is registered correctly. - Representations & warranties
Accuracy of unit size/specs, no undisclosed liabilities, no litigation, and no outstanding service charges or utilities. - Defect liability
For off-plan: developer obligations post-handover (e.g., 10-year structural and shorter MEP/finishes coverage). Define reporting and rectification timelines. - Variations & substitutions
Limits on the developer changing materials, layouts, or amenities—and your remedies if changes are material. - Termination & refunds
Clear triggers for both sides, refund timelines, and deductions. Off-plan buyers: understand what happens on serious delay or project cancellation. - Dispute resolution & jurisdiction
Is it UAE courts or arbitration? Which seat and rules? Who pays legal fees? Be precise.
Dubai/UAE specifics I always verify
- RERA approval & project registration—don’t rely on verbal assurances.
- Escrow details—beneficiary, bank, and release conditions.
- Oqood/initial registration steps and fees for off-plan.
- Service charge estimates and how they’re set post-handover.
- Fixtures, furniture, and appliances—list models/brands where promised.
How I pressure-test an SPA (my playbook)
- Match marketing to contract: I cross-check brochures, WhatsApp promises, and floor plans against the SPA schedule. If it’s not in the SPA, it doesn’t exist.
- Red-pen the vague bits: Words like “approximate,” “subject to availability,” or “equivalent” get tightened.
- Build remedies in: If there’s delay, I negotiate either daily liquidated damages or a clean termination-and-refund path.
- Protect cash flow: Payments tied to regulator-certified construction milestones, not just calendar dates.
- Lock the specs: Materials, finishes, ceiling height, balcony size—clarify tolerances and change procedures.
A simple, buyer-friendly clause checklist (copy/paste for your review)
- Ownership free of liens and third-party claims.
- Escrow account details and release conditions.
- Handover long-stop date + liquidated damages.
- 10-year structural + shorter defects liability spelled out.
- No outstanding service charges/utilities at transfer.
- Clear termination triggers and refund mechanics.
- UAE jurisdiction or named arbitration rules/seat.
- Variation limits + buyer consent for material changes.
Final word
You don’t need to fear your SPA—you just need to read it like a lawyer. Push for clarity, document every promise, and make the contract work for you. Honestly, a strong SPA is the cheapest insurance you’ll ever buy. Ready to review yours line by line?
Disclaimer: This article is for general information only and does not constitute legal advice. The author assumes no responsibility or liability for actions taken based on its contents. For advice on your specific situation, consult a qualified lawyer.
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